Code of Business Conduct and Ethics

Introduction

Ethical behavior is required and expected of each officer, director and employee of American Journey Financial Life (AJFL). As used herein, the term “employee” shall include leased employees.

This Amended and Restated Code of Business Conduct and Ethics (“Code of Ethics”) has been adopted by AJFL’s Board of Directors to demonstrate the importance that AJFL’s Board of Directors and management place on ethical conduct. The Code of Ethics describes AJFL’s minimum standards of conduct and expectations for the advanced disclosure and review of potential conflicts of interest and similar matters. The Code of Ethics encourages and protects the reporting of questionable behavior. Violations of the Code of Ethics will result in appropriate discipline.

Recognition of Special Relationship to the Union

Please remember that although you may have made a pledge to the United Transportation Union (“Union”) and may receive compensation from the Union as part of your joint employment or joint responsibilities, you must put the interests of AJFL and its policyholders first when you are providing AJFL services. Your duties must be performed effectively, efficiently and objectively and you should contact the AJFL Administrator of Insurance if you are unable to do so.

Policy

It is AJFL’s expectation that each officer, director and employee of AJFL shall:

ACT WITH HONESTY AND INTEGRITY, AVOIDING ACTUAL OR APPARENT CONFLICTS OF INTEREST BETWEEN INTERESTS OF AJFL AND THE PERSONAL INTEREST OF AN INDIVIDUAL OR HIS OR HER FAMILY.

• Conflicts of interest occur when business judgments or decisions may be influenced by personal interests not shared by AJFL. A conflict may, for example, arise when an individual, or a member of his or her family, (i) has a personal interest in a transaction to which AJFL is a party, (ii) has a position with or a material interest in another business enterprise that is entering into or will enter into a transaction to which AJFL is a party, (iii) competes with AJFL or (iv) takes advantage of an opportunity that belongs to AJFL.
• Conflicts of interest may also occur when officers, directors or employees receive loans, guarantees, gifts which are not insignificant (as further described on page 3), kick-backs or other improper personal benefits from persons with whom AJFL does business.
• When a conflict of interest arises, an officer, director or employee has a duty to place AJFL’s interests ahead of his or her own personal interests. It is essential that in those instances where a AJFL decision or practice may appear to have been made to advance a personal interest, that the decision or practice be made or approved by the independent and “disinterested” officers or directors of AJFL prior to the decision or practice taking place. In those instances where an employee faces a potential conflict of interest, the employee should report the potential conflict of interest to the Human Resources Department Director for review. The Human Resources Department shall determine whether the decision or practice constitutes a conflict of interest in violation of this Code of Ethics. Any action or transaction in which the personal interests of an officer or a director of AJFL may be in conflict with those of AJFL must be promptly reported to the Independent Governance and Audit Advisory Committee or such successor committee (the “Committee”) by the officer or director prior to the action or transaction. The Committee shall determine whether any such action or transaction constitutes a conflict of interest in violation of this Code of Ethics.
• For the purposes of determining whether a conflict of interest exists, the receipt of any personal benefit that is not clearly reasonable and business-related from any person with whom AJFL does business must be reported to the Committee, in the case of an officer or a director, or to the Human Resources Department Director in the case of an employee. The Committee or the Human Resources Department Director, as the case may be, shall determine whether any such personal benefit constitutes a conflict of interest in violation of this Code of Ethics and/or to require that such personal benefit be returned to the provider and/or reimbursed by AJFL.

ASSIST AJFL IN COMPLYING WITH APPLICABLE LAWS AND IN MEETING ITS ACCOUNTING, FINANCIAL REPORTING, REGULATORY, LEGAL AND DISCLOSURE OBLIGATIONS AND WORK TO ENSURE THAT AJFL’S FILINGS, REPORTS AND COMMUNICATIONS ARE ACCURATE, CERTIFIABLE, COMPLETE, OBJECTIVE, RELEVANT AND TIMELY.

• It is expected that all officers, directors and employees of AJFL will keep accurate and complete books, records and accounts that enable AJFL to meet its accounting and financial reporting obligations. It is expected that any officer, director or employee of AJFL involved in preparing AJFL’s accounts, or any employee, director or officer asked to provide information relevant to such account, will adhere to the above stated principle. Any employee, director or officer who, in good faith, believes that AJFL’s accounting method is inappropriate or not in compliance with generally accepted statutory accounting principles, shall report this finding directly to the Committee.
• No officer, director and employee of AJFL shall take any action that violates any law, rule or regulation that applies to AJFL.

WORK TO DEAL FAIRLY WITH AJFL’S REGULATORS, MEMBERS, POLICYHOLDERS, SUPPLIERS, VENDORS AND EMPLOYEES.

• No gift, favor or entertainment should be accepted or provided if it will improperly influence, obligate or appear to obligate the person who receives it. Receiving or giving gifts of cash or cash expenditures, rebates, non-disclosed commissions or payments is never allowed. This policy does not prohibit insignificant gifts, or the value of reasonable and reciprocal entertainment which is consistent with local social and business custom. If there is any question as to whether any such personal benefit is reasonable and business-related, an officer or director should seek guidance from the Committee, and an employee from the Human Resources Department Director.
• No officer, director or employee of AJFL should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice. AJFL does not sanction providing personal benefits that are not clearly reasonable and business-related to any employee, agent or representative of any organization seeking to or doing business with or regulating AJFL.
• This policy does not prohibit passive investments (not in excess of 5% of the outstanding shares or interests) in public companies, mutual funds and exchange traded funds which invest in or are otherwise engaged in the insurance business.

PROTECT THE CONFIDENTIALITY OF INFORMATION ENTRUSTED BY AJFL TO AN OFFICER, DIRECTOR OR EMPLOYEE AND PROTECT AJFL’S ASSETS AND USE THEM ONLY FOR LEGITIMATE BUSINESS PURPOSES.

• Theft, carelessness and waste of AJFL property have a direct impact on the AJFL’s profitability and cannot be tolerated. AJFL’s property also includes confidential information as well as certain business opportunities which may be disclosed to AJFL’s officers, directors or employees while carrying out their duties for AJFL. No officer, director or employee of AJFL should improperly disclose any such confidential information or utilize such confidential information or business opportunity for his or her own personal gain. Each officer, director and employee has a duty to advance the best interests of AJFL and, except with the prior approval of the Committee in the case of an officer or director, or the Human Resources Department Director in the case of an employee, to refrain from engaging in any conduct which may compete with AJFL or interfere with AJFL’s pursuit of its business opportunities.
• Officers, directors and employees of AJFL shall also maintain the confidentiality of the confidential information of AJFL, AJFL’s members, policyholders, suppliers and vendors.

ABIDE BY THE FOLLOWING POLITICAL CONTRIBUTION POLICY.

• The law requires that AJFL shall not directly or indirectly give, pay, expend or contribute, or promise to give, pay, expend or contribute, any money or other valuable thing for the purpose of aiding, promoting or preventing the nomination or election of any person to public office, or aiding or promoting or opposing the interest of any political party. No director, officer, employee or other individual acting on behalf of AJFL may make or authorize any such contribution by AJFL. This prohibition applies only to the direct or indirect use of AJFL’s funds, and is not intended in any way to discourage directors, officers or employees from making personal contributions to candidates or parties of their choice. However, no director, officer or employee may utilize their position with AJFL to pressure or coerce other directors, officers or employees to personally give, pay, expend or contribute, or promise to give, pay, expend or contribute, any money or other valuable thing for the purpose of aiding, promoting or preventing the nomination or election of any person to public office, or aiding or promoting or antagonizing the interest of any political party.

CONDUCT BUSINESS AND PERSONAL ACTIVITIES WITH HONESTY AND INTEGRITY.

• Beyond compliance with legal requirements and the Code of Ethics, all directors, officers and employees are expected to conduct their business and personal activities with honesty and integrity and to avoid activities that could involve, or lead to involvement in, an unlawful practice, as well as jeopardize or impair the confidence and respect in which AJFL is held by its regulators, policyholders, members and the general public.

THERE ARE OTHER POLICIES THAT ARE VERY IMPORTANT TO AJFL AND ITS OPERATIONS. NOTHING HEREIN SHALL RELIEVE ANY OFFICER, DIRECTOR OR EMPLOYEE FROM COMPLYING WITH ANY OTHER APPLICABLE POLICY.

Reporting and Sanctions

Each officer, director and employee must report any known or reasonably suspected violation of this Code of Ethics to the Human Resource Department, in the case of an employee’s known or suspected violation, or to the Committee, in the case of any officer’s or director’s known or suspected violation. All reports will be treated confidentially. Reporting an activity will not subject the reporting employee, director or officer to discipline, absent a knowingly false report.

Any employee who is found by the Human Resources Department Director to have violated the Code of Ethics may be subject to discipline, including termination of employment. The Committee shall investigate any alleged violation of the Code of Ethics by any of the AJFL’s officers or directors. In the event that the Committee determines that a violation of the Code of Ethics has occurred, the Committee shall be authorized to take any action it deems appropriate.

Adopted: February 8, 2007