I. WACCAMAW BANKSHARES, INC. AND ITS SUBSIDIARIES POLICY AND GUIDELINES

Waccamaw Bankshares, Inc. and its subsidiaries policies and guidelines respecting compliance with the bank bribery statute and conflicts of interest are set out below.

II. ACCEPTING GIFTS MAY BE A CRIME

It is a federal crime for any representatives of Waccamaw Bankshares, Inc. or any of its subsidiaries or affiliates to seek or accept anything of value, for themselves or others, in connection with business of Waccamaw Bankshares, Inc. or any of its subsidiaries where there is a corrupt intent that such representatives shall be influenced or rewarded related to Waccamaw Bankshares, Inc. of any of its susidiaries business. It is also a crime for anyone (including customers, vendors and others) to offer or give anything to representatives of Waccamaw Bankshares, Inc. or any of its subsidiaries with corrupt intent.

This is provided in Title 18, section 215 of the United States Code. A copy of that statute is attached. It should be read. Violations are punishable by fines and imprisonment.

Section 215 applies to officers, directors, employees, agents or attorneys of Waccamaw Bankshares, Inc. and its subsidiaries and affiliates. Such persons are referred to below as "representatives of Waccamaw Bankshares, Inc.”.

III. POLICY REGARDING ACCEPTING GIFTS

A. General Policy

No representative of Waccamaw Bankshares, Inc. may solicit or accept anything of value (except normal compensation or fees) in connection with business of Waccamaw Bankshares, Inc. or information about Waccamaw Bankshares, Inc. or its business, except as provided below. Gifts or benefits may not be solicited or accepted, either personally, or on behalf of any other person or entity.

This policy applies to gifts or favors from:

1. anyone who is seeking to obtain a loan from Waccamaw Bankshares, Inc. or any of its subsidiaries;
2. anyone who has or is seeking to obtain business or financial relations of any type with Waccamaw Bankshares, Inc. or any of its subsidiaries;
3. anyone who has interests that may be substantially affected by decisions or actions of Waccamaw Bankshares, Inc. or any of its subsidiaries;
4. anyone who is seeking to obtain confidential information about Waccamaw Bankshares, Inc. or any of its subsidiaries;
5. anyone who is attempting to influence or affect any decision or action of Waccamaw Bankshares, Inc. or any of its subsidiaries.

B. Guidelines Regarding Certain Permitted Transactions

There are many situations in which no harm is done by the acceptance of small gifts or favors - as long as there is no corrupt intent either by the giver or the receiver of the gifts. Personal gifts or favors may therefore by accepted in the circumstances described below, as long as there is no corrupt intent.

1. BUSINESS LUNCHEONS, REFRESHMENTS. Representatives of Waccamaw Bankshares, Inc. may accept food or refreshments of inconsequential value on infrequent occasions in the ordinary course of business at breakfast, lunch, or dinner or at other meetings, inspections or visits where such representatives are properly in attendance. [Food or refreshments having a value which appears to exceed $75 may not be accepted on such occasions unless such provisions are approved as provided in Paragraph C.]
   
   
2. TRAVEL ON COMPANY BUSINESS. Representatives of Waccamaw Bankshares, Inc. may accept meals, refreshments, travel arrangements or accommodations, or entertainment of reasonable value, in the course of a meeting or other occasion attended in an official capacity, the purpose of which is to hold bona fide business discussions or to foster better business relations, if the expense is such that it would be paid for by Waccamaw Bankshares, Inc. or any of its subsidiaries, as a reasonable business expense if not paid for by another party. [No one may accept any such arrangements having a value which exceeds $100 per day unless they are approved in advance as provided in Paragraph C.]
   
   
3. TRADE MEETINGS, PUBLIC CEREMONIES. Representatives of Waccamaw Bankshares, Inc. may accept modest entertainment, such as a meal or refreshment, in connection with widely attended gatherings sponsored by civic, professional or trade organizations; or in connection with attendance at public ceremonies or other activities where an individual's participation is either unrelated to Waccamaw Bankshares, Inc. or any of its subsidiaries’, business or the individual is attending in his official capacity as a representative of Waccamaw Bankshares, Inc., and the entertainment accepted is related to and in keeping with official participation. [Food, entertainment or meals having a value of $75 may not be accepted on occasions related to Waccamaw Bankshares, Inc. or any of its subsidiaries’, business unless they are approved as provided in Paragraph C.]
   
   
4. HOLIDAY SEASON GIFTS. At holiday seasons when gifts are traditionally given, representatives of Waccamaw Bankshares, Inc. may accept small personal gifts from customers and others who do business with Waccamaw Bankshares, Inc. or any of its subsidiaries. [Gifts may not be accepted if their value appears to be more than $75.]
   
   
5. GIFTS ON SPECIAL OCCASIONS. Representatives of Waccamaw Bankshares, Inc. may accept gifts of reasonable value related to commonly recognized events or occasions, such as a promotion, new job, wedding, retirement, etc. [Gifts having a value greater than $75 may not be accepted unless approved as provided in Paragraph C.]
   
   
6. PERSONAL RELATIONSHIPS. Representatives of Waccamaw Bankshares, Inc. may accept gifts or other things of value from friends, parents, children or other relatives where the circumstances make it clear that the motivation for the gift or favor is a personal or family relationship and is unrelated to Waccamaw Bankshares, Inc. or any of its subsidiaries’ business.
   
   
7. CHARITY AND POLITICAL SOLICITATIONS. Representatives of Waccamaw Bankshares, Inc. may solicit or accept gifts on behalf of charitable institutions or in connection with political campaigns or similar activities when the circumstances make it clear that such solicitations or gifts are unrelated to Waccamaw Bankshares, Inc. or any of its subsidiaries, business.
   
   
8. SERVICE AWARDS. Representatives of Waccamaw Bankshares, Inc. may accept civic, charitable, educational, or religious organizational awards for recognition of service and accomplishment. [Awards having a value greater than $100 may not be accepted unless approved as provided in Paragraph C.]
   
   
9. DISCOUNTS AND REBATES. Representatives of Waccamaw Bankshares, Inc. may accept discounts and rebates on merchandise and services that do not exceed those available to other customers of the same providers of such merchandise or services.
   
   
10. LOANS FROM OTHER INSTITUTIONS. Representatives of Waccamaw Bankshares, Inc. may solicit or accept loans from other financial institutions which make loans in the ordinary course of their business on terms available to the general public in order to finance proper and usual activities such as home mortgage loans.
    
    
11. ADVERTISING MATERIALS. Representatives of Waccamaw Bankshares, Inc. may accept unsolicited advertising or promotional material of reasonable value such as pens, pencils, note pads, key chains, calendars and similar.

C. Transactions Permitted on a Case-by Case Basis

Gifts and things of value may be accepted in circumstances not described above if they are consistent with the bank bribery statute and approved in writing by the Ethics Committee. Requests for approval may be made on a case-by-case basis. Persons requesting such approvals shall submit their requests in writing and shall describe in writing all of the facts relevant to the request. Where possible, requests will be submitted in advance. If a request is submitted after a gift or favor has been received, and the request is denied, then the gift or favor shall be disposed of as directed by the Ethics Committee. Written records of all requests and approvals or disapprovals will be kept by the Personnel Officer.

D. Reporting Gifts that Violate the Policy

Whenever gifts are offered or received that violate this policy, they must be reported to the President together with all relevant facts. All such disclosures will be reviewed by the Ethics Committee. Contemporaneous written records of all such disclosures will be kept by the Personnel Officer.

E. Disposition of Prohibited Gifts

If a gift prohibited under this policy statement is received, it should be returned to the donor with an explanation. If return is not possible, you should consult the Ethics Committee. Depending on the circumstances, any such gifts will be turned over to the Ethics Committee or to a charitable institution. When possible, the donor will be informed of this disposition.

F. Reimbursement for Personal Expenses

Payments and reimbursements to representatives of Waccamaw Bankshares, Inc. for travel and personal expenses incurred in connection with Waccamaw Bankshares, Inc. or any of its subsidiaries business will be paid by Waccamaw Bankshares, Inc or the appropriate subsidiary. No reimbursement will be made for excessive or unusual expenses. [Normally, payments for such expenses made by customers, vendors or others should be made by Waccamaw Bankshares or one of its subsidiaries].

G. Apply Common Sense

The purpose of these policies is to avoid violations of 18 U.S.C. Section 215 and to ensure that Waccamaw Bankshares, Inc. and its subsidiaries’ business is safeguarded from the influence of bribery or personal favors. Whenever representatives of Waccamaw Bankshares, Inc. or any of its subsidiaries, have personal dealings with persons who have business with Waccamaw Bankshares, Inc. or any of its subsidiaries, the requirements of the law must be kept in mind. Necessarily, the application of the guidelines stated in Paragraph B above will require good judgment and common sense. If you encounter situations in which you are not sure of your obligations or if you find the application of these guidelines to be unduly restrictive, you should consult the Ethics Committee. Under no circumstances should you accept any personal gift or favor if it appears that by giving it the donor hopes to influence any business of Waccamaw Bankshares, Inc. or any of its subsidiaries, or to reward you for actions taken by you or on behalf of Waccamaw Bankshares, Inc. or any of its subsidiaries.

H. Personal Relationships with Customers and Vendors

It is inevitable and desirable that persons associated with Waccamaw Bankshares, Inc. and its subsidiaries, will have individual business and personal relationships unrelated to Waccamaw Bankshares, Inc. or any of its subsidiaries business, with Waccamaw Bankshares, Inc. or any of its subsidiaries’ customers, vendors and others who do business with Waccamaw Bankshares, Inc. or any of its subsidiaries. This policy statement is not intended to discourage such relationships. Any personal business relationships should be on customary terms and for proper and usual purposes, however, and no one associated with Waccamaw Bankshares, Inc. or any of its subsidiaries, should solicit any special favors in recognition of his or her position with Waccamaw Bankshares, Inc. or any of its subsidiaries. See Section IV below.

IV. POLICY REGARDING CONFLICTS OF INTEREST

A. General Policy

Conflicts of interest may arise when individuals associated with Waccamaw Bankshares, Inc. or one of its subsidiaries, acquire personal interests or engage in outside activities in which their normal self-interests or obligations to others conflict with the interests of Waccamaw Bankshares, Inc. or any of its subsidiaries, or its customers.

In some circumstances, engaging in conflicts of interest violates the law. In other cases, conflicts of interest may lead individuals to accept inappropriate personal benefits -- which may violate the law. In all cases, where even the appearance of a conflict exists, there may be damage to Waccamaw Bankshares, Inc. and/or its subsidiaries’ reputation for integrity. Ultimately, our success depends on our reputation for integrity -- and we will take whatever steps may be necessary in order to preserve our good name.

Accordingly, Waccamaw Bankshares, Inc. and its subsidiaries policy is that no employee may engage in activities or acquire interests of Waccamaw Bankshares, Inc. or any of its subsidiaries or its customers. Guidelines respecting certain specific practices and conditions are discussed below. It is not possible to describe every possible conflict of interest. The fact that a particular practice or condition is not prohibited below does not mean that it has been approved. Questions will necessarily arise and they should be addressed to the Ethics Committee. All potential conflicts of interest must be disclosed to the Ethics Committee as provided in Paragraph F below. Employees should not attempt to resolve ambiguous or uncertain issues by themselves.

B. Misuse of Position with Waccamaw Bankshares, Inc. or its subsidiaries

The fact that a person holds a position with Waccamaw Bankshares, Inc. or any of its subsidiaries may not be used as the basis to seek or accept any business opportunity or other favor or benefit that is not available to persons who are not employed by Waccamaw Bankshares, Inc. or one of its subsidiaries. For example, no representative of Waccamaw Bankshares, Inc. may accept any offer to buy securities or other types of property or assets at terms which are more favorable than the terms available to the general public if the offer is made because the person is associated with Waccamaw Bankshares, Inc.. See Sections II and III above.

C. Employee Transactions with Waccamaw Bankshares, Inc. or its subsidiaries

No employee and no member of an employee's immediate family, may sell or buy property of any kind - having a value greater than $100 - to or from Waccamaw Bankshares, Inc. or any of its subsidiaries, directly or indirectly, except with the express approval of the Ethics Committee, after full disclosure of all relevant facts.

D. Foreclosures and Repossessions

Employees and their immediate family are prohibited from purchasing property which Waccamaw Bankshares, Inc or any of its subsidiaries, is foreclosing or has acquired through foreclosure or otherwise without first obtaining prior approval of the Ethics Committee. This prohibition includes not only a direct purchase from Waccamaw Bankshares, Inc or any of its subsidiaries, but also an indirect or "straw" purchase arranged through a dealer or any other person or third party. Employees and their immediate family are prohibited from purchasing any trust property administered by Waccamaw Bankshares, Inc. or any of its subsidiaries.

E. Guidelines Respecting Transactions Between Employees and Persons Outside Waccamaw Bankshares, Inc. Or Its Subsidiaries

Employees of Waccamaw Bankshares, Inc. or any of its subsidiaries, may not engage in conduct or activities outside their employment that are disloyal, competitive with or damaging to Waccamaw Bankshares, Inc. or any of its subsidiaries.

Guidelines about certain specific practices and situations are set out below.

1. OUTSIDE EMPLOYMENT. Employees are expected to devote their full time, attention and abilities to Waccamaw Bankshares, Inc. or its subsidiaries interests during regular hours of employment and for whatever additional time may properly be required. No other employment or activities may be undertaken, if they will impair an individual's ability to meet regular job responsibilities. Any outside employment must be approved in writing in advance by the Ethics Committee. No employment by a competitor of Waccamaw Bankshares, Inc. or any of its subsidiaries will be approved.
   
   
2. OUTSIDE BUSINESS VENTURES AND INVESTMENTS. All business ventures and certain types of investments made by employees and members of their immediate families must be disclosed as provided in Section VI below. Employees may not, without the prior approval of the Ethics Committee, engage, directly or indirectly, in business ventures or make investments in companies that do business with or compete with Waccamaw Bankshares, Inc. or any of its subsidiaries. Employees who have interests in companies that do business with Waccamaw Bankshares, Inc. or any of its subsidiaries may not represent Waccamaw Bankshares, Inc. or any of its subsidiaries in any way business transactions between those companies and Waccamaw Bankshares, Inc. or any of its subsidiaries. This paragraph does not apply to purchases of less that 5% of any class of publicly traded securities.
   
   
3. PERSONAL LOANS INVOLVING CUSTOMERS OR VENDORS. No employee may borrow any money from or lend any money to any customers or any others who do business with or may do business with Waccamaw Bankshares, Inc. or any of its subsidiaries. Officers and employees may borrow from or lend to members of their families, however, and they may borrow from companies which make such loans in the ordinary course of their business on the terms available to the general public, even though, such relatives or companies may do business with Waccamaw Bankshares, Inc. or its subsidiaries.
   
   
4. DIRECTORSHIPS. If employees (or members of their immediate families) serve as directors of any business corporations, or any non-profit corporations or associations, then such relationships must be disclosed as provided in Section VI below. No employee of Waccamaw Bankshares, Inc. or its subsidiaries, may agree to serve as a director of any business corporation or any non-profit corporation or association that does business with the bank, unless such service has been approved by the Ethics Committee.
   
   
5. TRUSTEES AND FIDUCIARIES. If employees serve as trustees or fiduciaries (executor, administrator, guardian, etc.), then such relationships must be disclosed as provided in Section VI. No employee may agree to serve as a trustee or fiduciary unless such service has been approved in advance by the Ethics Committee. Service as trustee or fiduciary in connection with family relationships will normally be approved.
   
   
6. RELATIVES. Relatives of persons associated with Waccamaw Bankshares, Inc. and any of its subsidiaries, are encouraged to become customers of the bank. No employee may make decisions or represent the bank in matters involving loans to relatives, or investment of Waccamaw Bankshares, Inc. or any of its subsidiaries’ funds with relatives, or purchasing goods or services from relatives.
   
   
7. HIRING RELATIVES OF CURRENT EMPLOYEES. No person who is related by blood or marriage to any officer, director or employee of Waccamaw Bankshares, Inc. or any of its subsidiaries may be employed by the company unless any such relationship has been disclosed to approved by the Ethics Committee.

F. Disclosure of Possible Conflicts of Interest

Potential conflicts of interest must be identified so they can be avoided. Accordingly, employees must disclose potential conflicts of interest, including those in which they are placed inadvertently because of business or personal relationships with Waccamaw Bankshares, Inc. or any of its subsidiaries, customers, suppliers, business associates or competitors. Facts about possible conflicts of interest should be disclosed to the Ethics Committee as they arise. Questions should be addressed to the Ethics Committee. Disclosures of potential conflict of interest will be kept by the Personnel Officer.

V. BUSINESS INFORMATION IS CONFIDENTIAL

A. Business Information May Not Be Disclosed

Information about Waccamaw Bankshares, Inc. and any/or of its subsidiaries’ business and information supplied to Waccamaw Bankshares, Inc. and/or any of its subsidiaries by its customers (including prospective customers) and suppliers in the course of business relations is confidential. Employees may not disclose such information to other persons except to the extent that disclosure is necessary to carry out assigned responsibilities. Questions about disclosing information should be addressed to the President.

B. Requests for Information by News Media, Financial Analysts, Financial Institutions and Others

From time to time employees may receive requests for information about Waccamaw Bankshares, Inc. and/or any of its subsidiaries or its customers or suppliers from the news media, investment analysts, financial institutions, or others. All such inquiries should be referred to the President. No employee may respond to such inquiries unless expressly directed to do so by the President.

C. Information May Not Be Used for Personal Purposes

No employee may use confidential information which might reflect upon the investment value or future market value of any business enterprise for purposes of personal advantage or to provide an advantage to others. In particular, information received in the course of employment with Waccamaw Bankshares, Inc. or any of its subsidiaries, which is not available to the general public may never be used as the basis for making any decision to buy or sell stocks or other securities. Likewise, such information may not be used in giving investment advice to others.

VI. DISCLOSURE OF PERSONAL FINANCIAL INTERESTS AND FIDUCIARY OBLIGATIONS

All employees must disclose certain of their outside financial interests and fiduciary obligations to the Ethics Committee as provided in this Section. In addition, the following persons may be requested to provide complete financial statements on a periodic basis: Chief Executive Officer, President, Senior Vice President & Executive Vice President. Employees must disclose all interests owned in business enterprises, including corporations, partnerships and proprietorships, if such interests have a fair market of $10,000 or more, or if more than a 10% interest in an enterprise is owned. Interests owned by the spouse and minor children of an employee and interests owned by other relatives who live in the home of an employee must be disclosed. "Interests owned" include interests over which an employee exercises voting control. No investments in publicly traded securities are required to be reported, unless an employee owns more than 5% of any such class of securities. Employees must disclose all firms, associations, trusts, estates or other beneficiaries for which they, their spouses and other relatives who live in their homes serve as officers, directors, trustees or other fiduciaries.

Written disclosures shall be provided upon the commencement of an employee's employment and annually thereafter. Disclosures are kept on file with the Personnel Officer.

VII. ACKNOWLEDGMENT OF AGREEMENT TO COMPLY WITH WACCAMAW BANKSHARES, INC. AND ITS SUBSIDIARIES’ POLICY REGARDING CONFLICTS OF INTEREST/CODE OF ETHNICS

Each director, officer and employee of Waccamaw Bankshares, Inc. or any of its subsidiaries, shall sign a Certificate of Agreement to comply with this policy. Persons who are appointed or employed after this policy is adopted shall sign such a Certificate upon their appointment or employment. At times in the future when this policy is amended, all such persons shall also acknowledge and agree to the changes by written certificate. This certification will be maintained in a file with the Personnel Officer.

VIII. MAINTENANCE AND AMENDMENT OF POLICY

This policy has been approved by the Board of Directors. A copy will be available to be reviewed by any employee at each office of Waccamaw Bankshares, Inc. and its subsidiaries. Copies of all disclosures and other records or reports required by this policy to be made in writing shall be maintained by the Personnel Officer for a period of no less than seven years.

No less frequently than annually, the Compliance Officer shall review these policies to determine whether amendments are required or desirable. The results of such review shall be reported to the Board of Directors.

IX. THIS POLICY IS FOR THE BENEFIT OF WACCAMAW BANKSHARES, INC. AND ITS SUBSIDIARIES

This policy is for the benefit of Waccamaw Bankshares, Inc. and subsidiaries and the guidance of its personnel. It is intended to assist persons who are seeking to comply with the bank bribery statute and related laws. The fact that all of the provisions of this policy may not have been complied with in a particular instance is no evidence of a violation of any law. However, where there is "corrupt intent," there will be a violation of the law -- regardless of what this policy states. This policy does not establish rights or standards enforceable against Waccamaw Bankshares, Inc. or any of its subsidiaries. Exceptions may be made in particular circumstances by appropriate officials including Chief Executive Officer, President, Senior Vice President, or Executive Vice President.

X. PERIODIC REPORTING

As a company whose securities are registered pursuant to the Securities Exchange Act of 1934, we are committed to providing our existing and prospective shareholders with full, fair, accurate, timely and understandable disclosure in the periodic reports that we are required to file with the Securities and Exchange Commission (“SEC”) and in other public statements that we make. To this end, we shall:

1. Comply with generally accepted accounting principals;
2. Maintain a system of internal accounting controls that will provide reasonable assurances to management that all transactions are properly recorded;
3. Maintain books and records that accurately and fairly reflect all corporate transactions;
4. Prohibit the establishment of any undisclosed or unrecorded funds or assets;
5. Maintain a system of internal controls that will provide reasonable assurances to management that material information about Waccamaw Bankshares, Inc. and its subsidiaries is made known to management, particularly during the periods in which our periodic reports are being prepared; and
6. Present information in a clear and orderly manner in our periodic reports to the SEC, including our annual report on Form 10-KSB, quarterly report on Form 10-QSB and current reports on Form 8-K.

1. Section 16(a) Reporting. Ordinarily, any transaction that involves a change in his “beneficial ownership” of our common stock (including without limitation any purchase, sale, gift, inheritance, stock dividend or split, transfer into or receipt from an estate or trust, purchase by dividend reinvestment, receipt of shares in lieu of fees, etc.) must be reported by the director or executive officer to the SEC under Rule 16(a) within two business days of the date on which the transaction occurs. Late reports and failures to report are required to be disclosed in our proxy statement each year.
   
   In addition to transactions effected by a director or executive officer, transactions effected by various other persons will change the director’s or executive officer’s “beneficial ownership” of our stock (and, therefore, will be reportable under Rule 16(a). A director or executive officer is the “beneficial owner” of any stock in which he is considered to have a “pecuniary interest”. This includes, without limitation, shares held by (i) certain members of his/her family, (ii) certain corporations, partnerships or other entities in which he/she is involved, (iii) certain trusts in which the director or executive officer or a member of his/her immediate family is involved as trustee or beneficiary, and (iv) shares which the director, executive officer or other family member or entity may acquire through the exercise or conversion of a “derivative security” such as an option, warrant or convertible security.
   
   The Company routinely helps prepare and file required Rule 16(a) reports for directors and executive officers. However, directors and executive officers should notify the Company of a stock transaction before the transaction is effected so that the required report can be prepared, signed and filed electronically on the EDGAR System before the applicable filing deadline.
   
   
2. Section 16(b) “Short-Swing Profit Liability. A purchase or sale of our common stock “beneficially owned” by a director or executive officer that occurs within 6 months before or after any “matching transaction” (a sale or purchase of “beneficially owned” stock) will result in personal liability on the part of the director or executive officer under Section 16(b) for any “short-swing profits”. A “short-swing profit” will exist if the price at which stock is sold exceeds the price at which it is purchased within any 6-month period. For liability to be imposed, it is sufficient that stock “beneficially owned” by a director or executive officer be the subject of “matching transactions” within a 6-month period, even if the director or executive officer himself is not directly involved in one or either of those transactions. Therefore, a director or executive officer may incur liability for transactions effected by other persons or entities so long as those transactions involve stock “beneficially owned” by the director or executive officer.
   
   The Company routinely evaluates director’s and executive officer’s stock transactions under Section 16(b). However, for that evaluation to prevent liability in the case of any particular stock transaction, it must take place before the transaction is effected.
   
   
3. Insider Trading Conditions. It is illegal for a director or executive officer to buy or sell our securities or those of any other company based on material non-public information about us or that other company. Also, it is illegal for a director or executive officer to engage in “tipping” by disclosing any such information to any other person who buys or sells.
   
   It is the policy of the Board of Directors that:
   
   (a) A director or executive officer who has material, non-public information about the Company, or who has such information about any other company given to him or her in the course of his service as a director or executive officer, may not (i) buy or sell any securities of the Company or of that other company, or engage in any other action to take advantage of, or which would create the appearance of taking advantage of, such information, (ii) cause or allow members of his or her immediate family or any corporation or other entity (including a trust, estate, etc.) affiliated with the director or executive officer to buy or sell such securities, or to engage in any other action to take advantage of, or which would create the appearance of taking advantage of such information, (iii) or disclose or pass such information on to any other person:
   
   (b) Even following the public disclosure (by press release or otherwise) of material events or information about the Company, directors or executive officers (and members of their immediate families and any corporations or other entities affiliated with them) should not engage in transactions involving the Company’s securities until a period of at least two (2) business days has elapsed to assure full public dissemination of that information.
   
   A director or executive officer may be in possession of material, non-public information without knowing it or without recognizing the significance of the information he or she has. Also a director or executive officer may be accused of having such information merely because of his or her position. The Company routinely assists directors and executive officers to reduce “insider trading” risks by evaluating proposed stock transactions in light of the existence or materiality of recent events within the Company and any undisclosed corporation information. However, for that evaluation to reduce a director’s or executive officer’s risk of liability in the case of any particular stock transaction, it must take place before the transaction is effected.