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Major Donors. All donors to TPL who have contributed a substantial amount of money or <br /> property, including real property or land value, and their Immediate Family, as well as Affiliated <br /> Entities of the major donors and their Immediate Family. Ordinarily, the donation of money or <br /> assets worth$100,000 or more in total over a three-year period is substantial, although smaller <br /> amounts may be deemed substantial under the specific circumstances. Donors who have <br /> contributed property to TPL, or contributed land value to TPL as part of a real estate acquisition, <br /> or who have contributed cash to TPL in connection with a conservation land transaction,will be <br /> deemed donors subject to this policy with respect to subsequent transactions. <br /> Insiders. All parties who may have inside information about TPL due to past employment at <br /> TPL, or past service as a member of the Board of Directors or a volunteer committee, or <br /> otherwise, and their Immediate Family, as well as AffiliatedEntities of Insiders and their <br /> hnmediate Family. <br /> For the purposes of the definitions above,the following terms are defined: <br /> "Immediate Family": Immediate family include spouses, children,parents, in-laws, <br /> grandchildren, grandparents, siblings and partners or"significant others." <br /> "Affiliated Entity": An Affiliated Entity is any corporation, partnership,trust or other business <br /> entity in which an individual otherwise subject to this policy (a)has a management or fiduciary <br /> role, or(b) individually or collectively with other members of the individual's Immediate Family, <br /> owns a"Substantial Interest"in the entity. A 5% or more interest in an entity will normally be <br /> deemed a Substantial Interest, although a smaller interest may also be considered substantial if <br /> the value of the entity is large. <br /> Covered Transactions <br /> Any transaction or situation in which an Interested Party's interests are in conflict with those of <br /> TPL is covered by this policy. The following situations are specifically covered by this policy: <br /> Buying or Selling Land. The sale or leasing of land or any interest in land(including a <br /> conservation easement) from, or the sale or leasing of land or any interest in land (including a <br /> conservation easement)to, an Interested Parry is subject to this policy. <br /> Providing Goods or Services. The purchase of goods or services from an Interested Party is <br /> subject to this policy. Donated goods are not subject to this policy,but donated services, such as <br /> pro bono legal services, are covered. <br /> Hiring of Employee. The hiring by TPL of an Interested Party (other than current employees) is <br /> subject to this policy. <br /> TPL Conflict of Interest Policy 1-20-05 2 <br />