LEGAL ADDENDUM TO ITT/ESI INSIDER TRADING POLICY LE 4.1

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1 INTENT OR PURPOSE The purpose of this policy is to summarize briefly certain federal securities law considerations that are relevant in determining when and under what circumstances members of the Board of Directors ( directors ) of ITT Educational Services, Inc. ("ITT/ESI") and officers, district managers, and college directors ITT/ESI and its subsidiaries may purchase and sell ITT/ESI securities. All persons covered by this policy are also subject to the ITT/ESI Insider Trading Policy, to which this policy is an addendum. The information in this policy is general in nature. Persons having questions regarding the matters raised in this policy or regarding a specific proposed transaction are requested to contact ITT/ESI s Chief Legal Officer or General Counsel. SCOPE Applies to Members of the Board of Directors of ITT/ESI, and to the Officers, District Managers, and College Directors of ITT/ESI and its subsidiaries (collectively, covered persons ). POLICY Executive Summary Covered persons must first contact ITT/ESI s Chief Legal Officer or General Counsel in writing before buying or selling any ITT/ESI securities and must receive pre-clearance for such transactions. This includes buying or selling ITT/ESI securities within a selfdirected Individual Retirement Account, and selling ITT/ESI common stock in their ITT/ESI 401(k) Plan accounts. Covered persons must also contact ITT/ESI s Chief Legal Officer or General Counsel in writing before making any gift of ITT/ESI securities. Directors and executive officers (i.e., the Chief Executive Officer, President, Executive Vice Presidents, any other officer designated as an executive officer by the Board of Directors) of ITT/ESI must obtain pre-clearance from ITT/ESI s General Counsel and provide ITT/ESI s General Counsel with the details of any purchase, sale, gift, transfer, exercise or other transaction of ITT/ESI securities in writing at least two (2) business days in advance of that transaction. Approved: 9/5/14 Replaces Procedure Dated: 10/12/09 Page 1 of 13

2 Covered persons are prohibited from buying or selling any publicly traded options for ITT/ESI securities. Covered persons are prohibited from making any "short sale" of any ITT/ESI security. Form 4 must be filed by directors and executive officers of ITT/ESI with the SEC before the end of the second business day following the day on which the reportable transaction in ITT/ESI securities occurs, including the cashless exercise of stock options and the delivery of stock in payment of an option exercise price. Form 144 must be filed by directors and officers (excluding any assistant officers) of ITT/ESI with the SEC prior to or concurrent with the sale of any ITT/ESI securities, including the sale of shares pursuant to the exercise of stock options (but not including the delivery of stock in payment of an option exercise price). Securities of ITT/ESI include ITT/ESI common stock and preferred stock (if any), any security convertible into ITT/ESI common stock or preferred stock, any warrants or rights to subscribe for or purchase ITT/ESI common stock or preferred stock, and any put, call, option or other right with respect to ITT/ESI common stock. Antifraud Rules a. Prohibition on Use of Inside Information It is a violation of federal law to make use of material non-public information in connection with purchases and sales of ITT/ESI securities. Covered persons are particularly vulnerable to attack under the antifraud rules of the federal securities laws whenever they trade in ITT/ESI securities because their position provides them with access to much information regarding the business of ITT/ESI. It might be difficult to establish that a particular covered person was unaware of material inside information that existed at the time he or she bought or sold any ITT/ESI securities. Moreover, even in the situation where no wrongdoing existed, the mere appearance of impropriety could be damaging to ITT/ESI. Approved: 9/5/14 Replaces Procedure Dated: 10/12/09 Page 2 of 13

3 b. Procedure for Transactions in ITT/ESI Securities Because of the risks involved, it is critical that no covered person purchase or sell ITT/ESI securities without first clearing the proposed purchase or sale with ITT/ESI s Chief Legal Officer or General Counsel in advance. In addition, no ITT/ESI director or executive officer may effect any transaction in ITT/ESI securities without first clearing the proposed transaction with ITT/ESI s Chief Legal Officer or General Counsel in advance. ITT/ESI s Chief Legal Officer or General Counsel will be able to tell you whether or not it is an appropriate time for insiders to be effecting transactions in ITT/ESI securities. In addition, if the proposed transaction can take place, ITT/ESI s Chief Legal Officer or General Counsel will be able to assist you in complying with the other securities laws discussed in this policy. In order to clear a proposed transaction in advance, you must give ITT/ESI s Chief Legal Officer or General Counsel at least two business days prior written notice of your plans. Depending on the complexity of your proposed transaction, additional time may be required. The notice must include the following information: 1. The details of the proposed transaction: a. The date of proposed transaction; b. The number and type of securities involved; c. The type of transaction proposed; and d. Any other details of the transaction. 2. The details of each of your previous transactions involving ITT/ESI securities during the preceding six months: a. The date of each transaction; b. The number and type of securities involved in each transaction; c. The type of each transaction; and d. Any other details of the transaction. If ITT/ESI s Chief Legal Officer or General Counsel grants written clearance for the proposed transaction, he or she will specify the time period during which you may complete the proposed transaction. The longest time period for which clearance may be given is ten calendar days. If, prior to the completion of the proposed transaction, clearance expires or is revoked by ITT/ESI s Chief Legal Officer or General Counsel, you must (a) delay the proposed transaction, (b) send a new written notice of the proposed transaction to ITT/ESI s Chief Legal Officer or General Counsel, and (c) wait for receipt of a new written clearance from ITT/ESI s Chief Legal Officer or General Counsel before completing the proposed transaction. Approved: 9/5/14 Replaces Procedure Dated: 10/12/09 Page 3 of 13

4 c. Prohibited Times and Favorable Times for Purchases and Sales of ITT/ESI's Securities Generally, ITT/ESI s Chief Legal Officer or General Counsel will "close" the "window" for covered persons to purchase or sell ITT/ESI securities: (a) whenever covered persons are in possession of material non-public information about ITT/ESI; (b) for two weeks prior to the start of each ITT Technical Institute academic quarter, until the expiration of three business days following each press release regarding ITT/ESI s earnings and/or operational results; and (c) for the duration of any blackout period affecting the ITT/ESI 401(k) Plan. Covered persons will not be allowed to conduct any transactions in ITT/ESI securities during that time. Ideally, covered persons should purchase and sell ITT/ESI securities at a time when the public is fully informed regarding the business of ITT/ESI. For example, it would ordinarily be appropriate for covered persons to purchase or sell securities of ITT/ESI within the "open window period" commencing four business days after ITT/ESI announces its quarterly and annual earnings and/or operational results, and ending at the time of the market close on the 17 th calendar day prior to the start of the next ITT Technical Institute academic quarter, if the window is in fact open during that time. Covered persons are encouraged to execute their transactions in ITT/ESI securities during these periods whenever possible. However, even during the open window periods, it is possible that important developments affecting ITT/ESI may arise subsequent to the release of information to the public or otherwise may not have been disclosed. Accordingly, covered persons must contact ITT/ESI s Chief Legal Officer or General Counsel prior to any transactions in ITT/ESI securities regardless of when such transactions might occur. d. Stock Trading Plans Rule 10b5-1 establishes an affirmative defense to insider trading claims if the person can demonstrate that the transaction was effected pursuant to a contract, instructions or a written plan (a stock trading plan ) that was established before the person became aware of the information. The stock trading plan must either (a) specify the amounts of securities to be purchased or sold and the prices at which and the dates on which the securities are to be purchased or sold; (b) provide a written formula for determining such amounts, prices and dates; or (c) not permit the insider to exercise any subsequent influence over how, when or whether to effect the trades. The insider must demonstrate that the actual trade was made pursuant to the plan. Approved: 9/5/14 Replaces Procedure Dated: 10/12/09 Page 4 of 13

5 The protections of Rule 10b5-1 may be lost where the insider executes a hedging transaction during the term of the trading plan. (Note: Covered persons are prohibited from entering into any hedging transaction involving ITT/ESI securities. See the section below titled Prohibition on Purchase or Sale of Publicly-Traded Options.) In addition, the insider must be able to demonstrate that the trading plan was entered into in good faith and not as a part of a plan or scheme to evade the prohibitions of Rule 10b5-1. ITT/ESI permits transactions that comply with Rule 10b5-1. However, the provisions of Rule 10b5-1 must be strictly complied with in preparing stock trading plans, and therefore any adoption, modification or termination of any stock trading plan by an executive officer or director of ITT/ESI must be approved by ITT/ESI s Chief Legal Officer or General Counsel in advance. Each of these persons must still adhere to this prior approval procedure even where, for example, he or she is assured that a major law firm has reviewed and approved the stock trading plan that a brokerage firm or bank may be suggesting. Furthermore, for each stock trading plan that is adopted, modified or terminated by a director or executive officer, ITT/ESI will need to determine whether public disclosure in the form of a press release or SEC filing is required. Therefore, a director or executive officer must immediately advise ITT/ESI s Chief Legal Officer or General Counsel upon the adoption, modification or termination of any stock trading plans, the details with respect thereto and a copy of any new or modified stock trading plan arising therefrom. Rule 10b5-1 does not provide an exemption from other areas of securities laws or state laws regulating insider trading. For example, executive officers and directors of ITT/ESI must also file Forms 3, 4 and 5 in compliance with Section 16 of the Securities Exchange Act of 1934 (the 1934 Act ), and must continue to comply with Rule 144 under the Securities Act of 1933 (the 1933 Act ). For a transaction pursuant to a stock trading plan where the director or executive officer does not select the date of execution, the Form 4 must be filed before the end of the second business day following the day on which the executing broker, dealer or plan administrator notifies the director or executive officer of execution of the transaction, so long as the notification date is not later than the third business day following the trade date. Therefore, in cases where the director or executive officer does not select the date of execution, immediately following receipt of notification (oral or written) of a transaction effected pursuant to a stock trading plan (but in no event later than the same day of the notification), the director or executive officer must notify ITT/ESI s Chief Legal Officer or General Counsel of all of the details of Approved: 9/5/14 Replaces Procedure Dated: 10/12/09 Page 5 of 13

6 the transaction, including, among other things, each price and the number of ITT/ESI securities involved in each part of the transaction. E. Trades by Relatives and Other Persons in ITT/ESI Securities The procedure outlined above should also be followed in connection with transactions in ITT/ESI securities by the spouse and children, or other close relatives, of covered persons, as well as by certain trusts of which you are the beneficiary, settlor or trustee, and by certain partnerships or corporations of which you are a partner or shareholder. These persons are often considered by the investing public and regulatory authorities to have access to the same material non-public information as the covered person. Accordingly, covered persons must contact ITT/ESI s Chief Legal Officer or General Counsel prior to any transactions in ITT/ESI securities by these persons or entities. PROHIBITION ON CERTAIN TYPES OF TRANSACTIONS Because of their speculative nature and the potential for Section 16(b) liability, ITT/ESI Corporate Policy prohibits covered persons from purchasing or selling any publiclytraded options for ITT/ESI securities. This includes the trading of any call or put, the writing of any call or put, hedging or the use of collars. Further, covered persons are prohibited from purchasing any financial instruments (including without limitation prepaid variable forward contracts, equity swaps, collars and exchange funds) that are designed to hedge or offset any decrease in the market value of equity securities granted to or held by the covered person. In addition, covered persons are prohibited from holding ITT/ESI securities in a margin account or otherwise pledging ITT/ESI securities as collateral for a loan. This is because a margin sale or foreclosure sale may occur at a time when the pledger is aware of material non-public information or otherwise is not permitted to trade in ITT/ESI securities. SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934 a. Section 16(a) -- Reports of Beneficial Ownership Section 16(a) of the 1934 Act requires ITT/ESI directors, ITT/ESI executive officers and holders of more than 10% of any class of ITT/ESI equity securities registered under the 1934 Act to file reports with the SEC concerning their ownership of ITT/ESI equity securities. ITT/ESI executive officers are the Chief Executive Officer, Chief Compliance Approved: 9/5/14 Replaces Procedure Dated: 10/12/09 Page 6 of 13

7 Officer, President, any Executive Vice President and any other officer designated as an executive officer by the Board of Directors. 1. Initial Reports. A reporting person must, within 10 days after becoming a reporting person, file a statement on SEC Form 3 showing the amount of ITT/ESI equity securities of which he or she is the beneficial owner. Securities "beneficially" owned include securities as to which a reporting person, although perhaps not the owner of record on the books of ITT/ESI, has a right to acquire (for example, stock options) or obtains benefits substantially equivalent to those of ownership. For example, a person is generally regarded as the beneficial owner of securities held in the name of his or her spouse and their minor children. However, a person filing a statement pursuant to Section 16(a) may expressly disclaim beneficial ownership of securities covered by the statement. 2. Subsequent Reports. In addition to the initial ownership statement filed on Form 3, subsequent changes in the beneficial ownership of securities must be reported on SEC Form 4 and filed with the SEC before the end of the second business day following the day of any change. In addition, a Form 5 must be filed with the SEC within 45 days after the end of ITT/ESI's fiscal year to report any reportable unreported transactions. All changes in beneficial ownership must be reported, not just purchases or sales. For example, gifts, transfers to a spouse or child (whether or not in trust), and "grants" of certain rights or options to purchase stock must all be reported. 3. Procedure for Reporting. ITT/ESI s Chief Legal Officer or General Counsel must be informed in writing at least two (2) business days in advance of any changes in beneficial ownership. Then, immediately following a transaction (but in no event later than the same day of the transaction), the director or executive officer must notify ITT/ESI s General Counsel of all of the details of the transaction, including, among other things, each price and the number of ITT/ESI securities involved in each part of the transaction. The General Counsel will see that a Form 4 is completed and filed with the SEC, provided that the director or executive officer has provided ITT/ESI s General Counsel with a power of attorney authorizing the General Counsel to sign the Form 4 on behalf of the reporting person. Approved: 9/5/14 Replaces Procedure Dated: 10/12/09 Page 7 of 13

8 b. Section 16(b) -- Short-Swing Profit Recapture In general, Section 16(b) of the 1934 Act provides that any profit realized by an ITT/ESI director, ITT/ESI executive officer or greater than 10% shareholder, as a result of any "purchase" and "sale" or any "sale" and "purchase" of any ITT/ESI equity security within a period of less than six months, shall inure to the benefit of ITT/ESI. The profit must be paid by the individual to ITT/ESI whether or not any inside information was used in making the trades. 1. Short-Swing Profit. Any actual or paper profit realized by an ITT/ESI director, ITT/ESI executive officer or greater than 10% shareholder on a purchase and a sale of securities within a six-month period is recoverable by ITT/ESI. It does not matter whether the purchase or the sale occurred first, whether the same shares are involved in the purchase and the sale, or whether the reporting person actually realized any profit. Gains cannot be offset by losses, and transactions are usually paired so as to match the lowest purchase price and the highest sale price within a six-month period, thus finding the maximum spread. 2. "Purchase" and "Sale." Many transactions may constitute "purchases" or "sales" for purposes of Section 16(b) other than normal open market transactions. For example, the purchase of any security convertible into or exchangeable for common stock would typically constitute a purchase of the underlying common stock. In addition, under certain circumstances a purchase (or sale) by one individual may be matched against a sale (or purchase) by another individual to produce short-swing profit. For example, a purchase by a director could be matched against a sale by that director's spouse. However, absent another relationship between the two, transactions of one director or executive officer cannot be matched against transactions of another director or executive officer. The grant of a stock option under ITT/ESI's stock option plans is exempt from Section 16(b) and is therefore not a "purchase" that can be matched with a sale under Section 16(b). 3. Recapture of Profit. A short-swing profit is recoverable by ITT/ESI, and if ITT/ESI does not itself assert the claim, it may be asserted by any shareholder for the benefit of ITT/ESI. Courts interpret Section 16(b) to provide for the payment of the legal fees of a shareholder who recovers Section 16(b) profits for a company, and there are several lawyers who specialize in reviewing insider securities transactions with a view to asserting Section 16(b) claims. Approved: 9/5/14 Replaces Procedure Dated: 10/12/09 Page 8 of 13

9 c. Section 16(c)--Short Sale Prohibition Covered persons are prohibited from making any "short sale" of any ITT/ESI equity security. A short sale for this purpose is a sale of securities that the seller does not own at the time, or a sale of securities that the seller owns but fails to deliver within 20 days after the sale. d. Cashless Exercise of Stock Options Covered persons are allowed to engage in broker-assisted cashless exercise of stock options granted pursuant to one of ITT/ESI's stock option plans. Cashless exercise involves the simultaneous exercise of the stock options and the sale of the underlying common stock. After the covered person delivers his or her notice of exercise to the broker, the broker sells the underlying shares in the open market at the market price, remits part of the sale proceeds to ITT/ESI in payment of the exercise price, and remits the remainder of the sale proceeds to the covered person. ITT/ESI then delivers the underlying shares to the broker for delivery against the sale. Under Section 16(a), a cashless exercise requires the director or executive officer of ITT/ESI to file a Form 4 to report (a) the exercise of the stock options and (b) the sale of the underlying shares of common stock. The Form 4 must be filed with the SEC before the end of the second business day following the day of the cashless exercise. A cashless exercise does not subject the director or executive officer of ITT/ESI to shortswing profit recapture under Section 16(b). The exercise of a stock option granted to the director or executive officer pursuant to one of ITT/ESI's stock option plans is exempt from Section 16(b) and is, therefore, not a "purchase" for purposes of Section 16(b). Nevertheless, the sale of the underlying shares of common stock on the open market is a "sale" under Section 16(b) and could be matched with another "purchase" within a six-month period. Because the grant of a stock option under ITT/ESI's stock option plans is exempt from Section 16(b) and is, therefore, not a "purchase," the sale of shares of ITT/ESI common stock on the open market in connection with a cashless exercise would not be matched with any grant of stock options under ITT/ESI's stock option plans. Approved: 9/5/14 Replaces Procedure Dated: 10/12/09 Page 9 of 13

10 A cashless exercise by a director or executive officer of ITT/ESI who owns fewer shares of the underlying common stock than those represented by the stock option being exercised will not be deemed to violate Section 16(c), so long as the requirements of Regulation T are satisfied and settlement occurs no later than "regular way." In addition, as an "affiliate" of ITT/ESI, a director or officer of ITT/ESI engaging in a cashless exercise is also required to file a Form 144 with the SEC prior to or concurrently with the sale of the underlying shares. The requirements of Rule 144, including Form 144, are discussed below in the section of this policy titled Rule 144 Sale of ITT/ESI Securities by Affiliates. e. Delivery of Stock in Payment of Option Exercise Price Covered persons are allowed to deliver already-owned common stock to ITT/ESI in payment of the exercise price of the stock options granted pursuant to ITT/ESI's stock option plans. This transaction is sometimes referred to as a "stock swap." Under Section 16(a), a stock swap requires the director or executive officer of ITT/ESI to file a Form 4 to report (a) the exercise of the stock options and (b) the delivery of the already-owned shares of common stock in payment of the exercise price of the stock options. The Form 4 must be filed with the SEC before the end of the second business day following the day of the swap. A stock swap does not subject the director or executive officer of ITT/ESI to short-swing profit recapture under Section 16(b). The exercise of a stock option granted to the director or executive officer of ITT/ESI pursuant to ITT/ESI's stock option plans is exempt from Section 16(b) and is, therefore, not a "purchase" for purposes of Section 16(b). In addition, because ITT/ESI's stock option plans specifically provide for the right to deliver already-owned shares of ITT/ESI common stock in payment of the exercise price, the delivery of such shares is exempt from Section 16(b) and is, therefore, not considered to be a "sale" for purposes of Section 16(b). Because the already-owned shares of ITT/ESI common stock are being delivered to ITT/ESI, a director or officer of ITT/ESI engaging in a stock swap is not required to file a Form 144 with the SEC. Approved: 9/5/14 Replaces Procedure Dated: 10/12/09 Page 10 of 13

11 f. Gifts of ITT/ESI Common Stock Covered persons sometimes choose to make gifts of already-owned shares of ITT/ESI common stock to family, foundations, charitable remainder trusts or other recipients. Under Section 16(a), the director or executive officer of ITT/ESI is required to file a Form 5 to report the disposition by gift of the shares of ITT/ESI common stock. The Form 5 must be filed with the SEC within 45 days after the end of ITT/ESI's fiscal year. Alternatively, the gift may be voluntarily reported earlier by the director or executive officer by filing a Form 4. Because bona fide gifts are exempt from Section 16(b), the making of a gift does not subject the director or executive officer of ITT/ESI to short-swing profit recapture under Section 16(b). Because the other aspects of reporting a gift will vary, depending on the identity of the recipient of the gift, no covered person should make any gifts of ITT/ESI securities without first clearing the proposed gift with ITT/ESI s Chief Legal Officer or General Counsel in advance as outlined in paragraph b. of this policy under Antifraud Rules. g. Transactions in Individual Retirement Accounts Covered persons are allowed to effect transactions in ITT/ESI common stock in their self-directed individual retirement accounts ("IRAs"). There are no special exemptions from Section 16(a) or Section 16(b) specifically applicable to transactions in an IRA. As a result, transactions in an IRA are generally treated in the same way as other transactions in ITT/ESI securities and are generally required to be reported by the ITT/ESI director or executive officer on a Form 4. The Form 4 must be filed with the SEC before the end of the second business day following the day of the transaction. h. Transactions in the ITT/ESI 401(k) Plan While ITT/ESI common stock is no longer an investment choice for new contributions to the ITT/ESI 401(k) Plan, ITT/ESI common stock purchased prior to this change for a covered person s 401(k) plan account has been allowed to remain in that account. It is critical that no covered person engage in any transactions involving ITT/ESI common stock held in the ITT/ESI 401(k) Plan (including loans and intra-plan fund Approved: 9/5/14 Replaces Procedure Dated: 10/12/09 Page 11 of 13

12 transfers) without first clearing the proposed transaction with ITT/ESI s General Counsel as outlined in paragraph b. of this policy under Antifraud Rules. THE WILLIAMS ACT The so-called Williams Act provisions of the 1934 Act deal primarily with acquisition of corporate control. Persons owning beneficially more than 5% of a class of equity securities registered under the 1934 Act are required to file certain disclosure documents. Any persons who become more than 5% beneficial owners must file a Schedule 13D reporting such ownership with the SEC and ITT/ESI within 10 days of becoming a more than 5% owner. A Schedule 13D is required to be amended promptly if any material change occurs in such owner's beneficial holdings. RULE SALE OF ITT/ESI SECURITIES BY AFFILIATES a. Restrictions on Sale Sales of ITT/ESI securities, regardless of how acquired, by an "affiliate" of ITT/ESI must, absent registration or the availability of an exemption from registration, be made in compliance with the provisions of Rule 144 under the 1933 Act. Securities purchased on the public markets by an "affiliate" are subject to all of the restrictions of Rule 144, other than the holding period requirements. An "affiliate" of ITT/ESI, for purposes of Rule 144, is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, ITT/ESI. "Control" is defined as the power to direct or cause the direction of management and policies of ITT/ESI, whether through ownership of securities, by contract or otherwise. Whether or not a person is an affiliate of ITT/ESI is a question of fact depending upon the circumstances of each particular situation. However, each director and officer of ITT/ESI should consider himself or herself to be an affiliate of ITT/ESI. In addition, the family members of such persons or other persons or entities connected in a significant way to a director or officer might also be deemed to be affiliates of ITT/ESI if they too are controlled by such director or officer. Whether this "common control" relationship exists can only be determined by examining the facts of each particular situation. Approved: 9/5/14 Replaces Procedure Dated: 10/12/09 Page 12 of 13

13 b. Rule 144. The principal provisions of Rule 144 applicable to affiliates are summarized generally below. 1. Adequate current public information with respect to ITT/ESI must be available. This requirement is satisfied when ITT/ESI is current in its filing of its reports with the SEC. 2. If the securities to be sold are "restricted securities," a six-month holding period must be satisfied. The term "restricted securities" means in general securities that are acquired from ITT/ESI in a transaction or chain of transactions not involving a public offering. 3. The number of securities sold in any three-month period must ordinarily not exceed the greater of (a) 1% of the outstanding securities of that class or (b) the average weekly reported trading volume for such class of securities during the four calendar weeks preceding such sale. 4. Sales must be made in ordinary brokerage transactions, in transactions directly with a market maker or in riskless principal transactions. Affiliates must not solicit or arrange for the solicitation of buy orders or make any payment in connection with the offer or sale, other than the commission to the broker who executes the order to sell. The broker may do no more than execute a sell order as agent for the usual and customary commission; the broker cannot solicit or arrange for the solicitation of buy orders. 5. Except for small sales (not more than 5,000 shares or $50,000 aggregate sale price in any three-month period), the affiliate must file a notice of sale on Form 144 with the SEC, prior to or concurrently with the sale. Three copies of Form 144 must be filed with the SEC in Washington, D.C. and one (1) copy of the Form 144 must be files with the New York Stock Exchange. 6. A seller filing a Form 144 must have a bona fide intention to sell the securities referred to therein within a reasonable time after the filing. Approved: 9/5/14 Replaces Procedure Dated: 10/12/09 Page 13 of 13