**Exhibit 14**

**KAPSTONE PAPER AND PACKAGING CORPORATION**

**CODE OF CONDUCT AND ETHICS**

**Introduction**

KapStone Paper and PackagingCorporation and its Subsidiary (collectively “KapStone” or the “Company”) hasalways endeavored to conduct its business in a manner conforming to the highestethical and business standards.  TheCompany’s reputation for unquestionable integrity is its most valuable asset inits relationships with its employees and agents (collectively “employee(s)”),its customers, its stockholders and the communities in which its operations arelocated.

This Code of BusinessConduct and Ethics (the “Code”) covers a wide range of business practices andprocedures and applies to all directors, officers and employees of theCompany.  It does not cover every issuethat may arise, but it sets out basic principles to guide directors, officersand employees of the Company to act in an ethical and legal manner.  All of our directors, officers and employeesmust conduct themselves accordingly and seek to avoid even the appearance ofimproper behavior.  It is essential and acondition of employment that all employees and representatives conform to theseprinciples as they perform their activities on behalf of KapStone.

Since it is not practicableto specify specific requirements for business conduct and ethics forapplication in every possible situation, an understanding of the philosophybehind these standards is essential. The philosophy of the Company — upon whichits ethical standards are based — is outlined below.

·             We work hard and treatothers with respect.

·             We earn an honest profit byproviding the right products and services to our customers.

·             We act responsibly and in amanner that reflects favorably on the Company.

·             We observe applicable lawsand regulations.

·              We require honest andethical conduct, including the ethical handling of actual or apparent conflictsof interest, on the part of ourselves and others.

·              We are committed to full,fair, accurate, timely and understandable disclosure in compliance with allapplicable laws and regulations in all reports and other 

   

 

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documents filed with, or furnished to, theSecurities and Exchange Commission (“SEC”) and in all other public releases ofinformation regarding the Company’s finances and operations.

If a law conflicts with apolicy in this Code, you must comply with the law; however, if a local customor policy conflicts with this Code, you must comply with the Code.  If you have any questions about theseconflicts, you should ask your supervisor how to handle the situation.

This Code will be strictlyenforced.  All managers and supervisorsare required to enforce this policy and are not permitted to sanction orcondone violations. There will be serious adverse consequences for non-adherenceto the Code, which may include removal from a position as director or officer,and dismissal as an employee of the Company. If you are in a situation which you believe may violate or lead to aviolation of this Code, you should follow the procedures described in Sections 15,16 and 17 of this Code.

The Company does nottolerate retribution against persons who, in good faith, report suspectedviolations of law.  Persons subject tothis Code who retaliate against others who report suspected crimes or wrongswill themselves be subject to immediate discipline.

**1.             Compliance with Laws**

It is the policy of KapStoneto comply fully with all valid laws and regulations that govern its operationsin the various communities and states in which it operates and to conduct itsaffairs in keeping with the highest moral, legal, and ethical standards.

There is an obligation, bothcorporate and individual, to fulfill the intent of the above statement.  It is not expected that every employee willhave full knowledge of the laws affecting his or her responsibilities. However,KapStone does expect that every employee with significant responsibilities willhave a general knowledge of prohibited activities involved in his or her workand will seek guidance on any matter on which there is a question, eitherdirectly through his or her supervisor or if necessary, from KapStone’sChairman, Roger Stone.

**2.             Business Ethics**

The law is a base, andethical business conduct should normally exist at a level above the minimumrequired by law.  This includes theobligation to avoid any actual or apparent conflicts of interest in personaland professional relationships.  Thehonesty and integrity of the Company’s business conduct must not becompromised.  The Company will notcondone ethical violations for the sake of personal gain, personal advantage,expediency or perceived business advantage.

**3.             KapStone and Its Employees**

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Employees are KapStone’sgreatest asset, and it is a KapStone policy to treat them fairly in allmatters.  KapStone is committed to equalopportunity in all aspects of employment and to full compliance with allfederal, state and local laws applicable to hiring and promoting people.

With this in mind, it is theintent of KapStone to:

·                   Choose and promote itsemployees on the basis of their ability to perform the work for which they arehired.  KapStone strictly prohibitsdiscrimination based on any legally protected status, including race, color,gender, religion, national origin, disability, veteran status and age.

·                   Offer employees a safe, healthful,and clean environment in which to work. Each employee has responsibility for maintaining a safe and healthyworkplace for all employees by following safety and health rules and practicesand reporting accidents, injuries and unsafe conditions.  Violence and threatening behavior are notpermitted.  Employees should report towork in condition to perform their duties, free from the influence of illegaldrugs or alcohol.  The use of illegaldrugs in the workplace will not be tolerated.

·                   Pay employees fairly inrelationship to their contributions to KapStone efforts, within the boundariesof current standards, profitability and market conditions.

**4.             Discrimination, Harassment and Retaliation**

KapStone is firmly committedto providing equal opportunity in all aspects of employment and will nottolerate discrimination, harassment or retaliation. The Company’s policyagainst discrimination applies to any legally protected status, including race,color, gender, religion, national origin, disability, veteran status and age.

KapStone also prohibits anyindividual from engaging in any act or any form of harassment of any otherindividual on the basis of any legally protected status, including race, color,gender, religion, national origin, disability, veteran status or age.  This prohibition covers verbal, as well asphysical harassment.  Included withinthis prohibition are unwelcome sexual advances, requests for sexual favors, andother verbal or physical conduct of a sexual nature, where: (a) there is anattempt made to make submission to such conduct a term or condition of anindividual’s employment; (b) the submission or rejection of such conduct isused as a basis for employment related decision; and (c) such conduct has thepurpose or effect of substantially interfering with an individual’s workperformance or creating an intimidating, hostile, or offensive workingenvironment.

KapStone prohibitsdiscrimination against any person who provides information to a federalregulatory or law enforcement agency, a member of Congress or any committee ofCongress or to a supervisor concerning conduct which the employee reasonablybelieves 

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constitutes a violation ofsecurities laws or any provision of federal law relating to fraud againststockholders.  No one may take any actionharmful to any person for providing to a law enforcement officer any truthfulinformation relating to the commission or possible commission of any federaloffense.

No director, officer oremployee may retaliate against an individual for bringing a complaint ofdiscrimination or harassment or for participating in an investigation orproceeding involving a complaint of discrimination or harassment.

KapStone requires continuousmanagement attention at all levels to assure compliance with the spirit andletter of this policy.

**5.             Competition and Fair Dealing**

KapStone seeks to outperformits competition fairly and honestly.  TheCompany seeks competitive advantages through superior performance, neverthrough unethical or illegal business practices.  Stealing proprietary information, possessingtrade secret information that was obtained without the owner’s consent orinducing such disclosures by past or present employees of other companies isprohibited.  Each employee shouldendeavor to respect the rights of and to deal fairly with the Company’scustomers, suppliers, competitors and employees.  No employee should take unfair advantage ofanyone through manipulation, concealment, abuse of privileged information,misrepresentation of material facts or any other intentional act or practice.

In its relationships withits competitors, KapStone and its employees will fully understand and strictlyadhere to the requirements of the antitrust laws.  These laws, which, in the U.S., include theSherman Act, the Clayton Act, the Robinson-Patman Act, and the Federal TradeCommission Act, seek to advance and maintain the free enterprise system andtake precedence over any business objective of KapStone, notwithstanding anyresulting increases in income or profits. Such acts as price fixing, restrictive agreements, boycotts, tie-inarrangements exclusive of reciprocal dealings, monopolizing, price inducements,and discriminatory allowances are or may be illegal.  All violations of the antitrust laws must bescrupulously avoided by all employees. KapStone will not condone any actions which an employee knew or shouldhave known would violate the antitrust laws or any other valid law orregulation.

The purpose of businessentertainment and gifts in a commercial setting is to create goodwill and soundworking relationships, not to gain unfair advantage with customers orsuppliers.  Gifts or bribes for thepurpose of influencing the buying decisions of employees of customers orpotential customers or to any person in a position to influence a buyingdecision are clearly improper and prohibited.

**6.             Insider Trading**

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Directors, officers andemployees who have access to material confidential information are notpermitted to use or share that information for securities trading purposes orfor any other purpose except the conduct of the Company’s business and instrict conformity with all applicable laws and SEC regulations. All non-publicinformation about the Company should be considered confidentialinformation.  To use non-publicinformation for personal financial benefit or to “tip” others who might make aninvestment decision on the basis of this information is not only unethical butalso illegal. Trading in the securities of other companies with which theCompany has a relationship while in possession of material nonpublicinformation is also prohibited.

**7.             Accounting, Auditing and Internal Control Matters;Public Disclosure Obligations**

KapStone’s requirement thatdirectors, officers and employees follow the highest ethical standards appliesdirectly to all actions which involve business accounting, financial reporting,internal accounting controls, auditing matters and public disclosureobligations.

The Company requires honestand accurate recording and reporting of information in order to makeresponsible business decisions.  All ofthe Company’s books, records, accounts and financial statements must bemaintained in reasonable detail, must appropriately reflect the Company’stransactions and must conform to applicable legal requirements, generallyaccepted accounting principles and the Company’s system of internalcontrols.  No employee is ever authorizedto knowingly enter or maintain false or misleading information in corporatebooks, records or reports.  It is prohibitedunder federal law and Company policy to fraudulently influence, coerce,manipulate or mislead the Company’s independent public accountants for thepurpose of rendering the Company’s financial statements materiallymisleading.  Records should always beretained or destroyed according to the Company’s record retention policies.

Full, fair, accurate, timelyand understandable disclosure is required in all reports and documents that theCompany files with, or submits to, the SEC and in any other public communicationsregarding the Company’s business, financial condition or results of operations.

All officers, directors andemployees are required to report, or cause to be reported, information, andshould assist in any investigation by any regulatory or law enforcement agency,elected officials or others responsible for such matters, concerning mattersthat the officer, director or employee reasonably believes could constitutematters described in:

·                   Section 806 of theSarbanes-Oxley Act of 2002, including wire fraud, mail fraud, bank fraud orsecurities fraud, breach of any rule or regulation promulgated by the SEC orany federal rules relating to fraud against stockholders;

·                   Section 301 of theSarbanes-Oxley Act of 2002, including questionable accounting, internal controlsand auditing matters;

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·                   *      Item 406 of Regulation S-K, including disclosures in SECreports and other public disclosures that are not full, fair, accurate, timelyand understandable; and

·                   Applicable Nasdaq StockMarket listing standards, including conflicts of interest and violations oflaws, rules, or regulations applicable to the Company.

Accounting procedures andcontrols are prescribed by Company policies. Within these policies, the officers of the Company have the primaryresponsibility for establishing and monitoring adequate systems of internalaccounting and controls, and all employees must adhere to these controls.  The Company’s auditors monitor and documentcompliance with these internal controls.

The Audit Committee of theCompany has adopted special procedures for the receipt, retention and treatmentof complaints regarding accounting, internal accounting controls or auditingmatters.  These procedures are set out inSections 16 and 17 of this Code.

**8.             Confidentiality**

Employees must maintain theconfidentiality of the information entrusted to them by the Company or itscustomers, except when disclosure is authorized by the Chairman and ChiefExecutive Officer, the President or required by law.  Confidential information includes all non-publicinformation that might be of use to competitors or harmful to the Company orits customers, if disclosed.  It alsoincludes information that suppliers and customers have entrusted to us.  The obligation to preserve confidentialinformation continues even after employment ends.

**9.             Protection and Proper Use of Company Assets**

All directors, officers andemployees should endeavor to protect the Company’s assets and ensure theirefficient use.  Theft, carelessness andwaste have a direct impact on the Company’s profitability.  Any suspected incident of fraud or theftshould be immediately reported for investigation.

Many employees regularly usebusiness expense accounts, which must be documented and recorded accurately andin accordance with the Company’s policies. If you are not sure whether a certain expense is legitimate, ask yoursupervisor or your controller.

The obligation to protectthe Company’s assets includes the Company’s proprietary information.Proprietary information includes intellectual property such as trade secrets,patents, trademarks and copyrights, as well as business, marketing, productdevelopment and service plans, records, salary information and any unpublishedfinancial data and reports.  Unauthorizeduse or distribution of this information would violate Company policy.  It could also be illegal and result in civilor even criminal penalties.

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**10.          Payments to Government Personnel**

The U.S. Foreign CorruptPractices Act prohibits giving anything of value, directly or indirectly, toofficials of foreign governments or foreign political candidates in order toobtain or retain business.  It isstrictly prohibited to make illegal payments to government officials of anycountry.  In addition, the U.S.government has a number of laws and regulations regarding business gratuitieswhich may be accepted by U.S. government personnel.  The promise, offer or delivery to an officialor employee of the U.S. government of a gift, favor or other gratuity in violationof these rules would not only violate Company policy but could also be acriminal offense.  State and localgovernments, as well as foreign governments, may have similar rules.

Payments, regardless ofamount, to any government employee, or gifts or services of substantial valueor lavish entertainment, regardless of motive, are prohibited.  Relationships with public employees shall beso conducted that neither the official’s nor KapStone’s integrity would becompromised if the full details of the relationship became a matter of publicknowledge.  The Company’s CorporateController (the “Compliance Officer” for purposes of this Code) can provideguidance to you in this area.

**11.          Political Contributions**

A corporation is prohibitedfrom making a political contribution to any candidate for federal office. Inaddition, virtually every state either limits or prohibits the making ofpolitical contributions by a corporation to a state or local candidate orpolitical party.  KapStone’s policy is tomake no financial contributions to a political party or to a candidate runningfor any elective office, except as permitted by law.  This applies to all political parties orcandidates.  If any of the Company’scustomers or suppliers request that the Company make a political contribution,it is essential that prior approval is given by the Compliance Officer beforeany contribution is made.  Under nocircumstances shall the Company make a political contribution to any federalcandidates.

**12.          KapStone and the Community**

KapStone shall conduct its businessin a manner that is socially and ethically responsible.  In addition to operating and managing itsbusiness, it shall seek to reasonably protect the quality of the environmentand endeavor to conserve energy and other valuable resources.

Each of the KapStone’sfacilities is expected to make every effort to be an integral part of thecommunity in which it operates, and to participate in its activities as aconcerned and responsible citizen.  Likeindividual citizens, the Company benefits from and supports such activities ashealth, welfare, character building, education, and culture.  KapStone recognizes that employeeparticipation in cultural, social, or volunteer organizations can be publicservice of a higher order, and all KapStone employees are encouraged toparticipate during their non-working hours in public matters of theirindividual choice.

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**13.          Conflicts of Interest**

It has always been andcontinues to be KapStone’s intent that its employees maintain the higheststandards of loyalty in their conduct of the Company’s affairs.  Directors, officers and employees owe a dutyto the Company to advance the Company’s legitimate interests when theopportunity to do so arises.  Inessence,  KapStone’s employees shall dealwith suppliers, customers, and other persons doing business or seeking to dobusiness with the Company in a manner that eliminates considerations ofpersonal advantage.  Because they holdpositions of trust in the Company, a director, an officer, or any otheremployee may not make a profit from the Company because of his or her officialposition.  They are also prohibited fromengaging in a competing business.

Any direct or indirectconflict of interest between the Company and any director, officer or employeeis prohibited unless otherwise consented to by the Company.  The Company believes that it is in its bestinterests and is consistent with the obligations of directors, officers andemployees to the Company to establish a policy that all business decisions willreflect independent judgment and discretion, uninfluenced by any considerationsother than those honestly believed to be in the best interests of the Companyand its stockholders.  Any decision willbe deemed to be in conflict with the interests of the Company if, in the courseof affiliation with the Company, the judgment and discretion of a director,officer or employee is or may be influenced by considerations of personal gainor benefit, or gain or benefit to a third party, whether or not affiliated withthe director, officer or employee.  Thedivided loyalty that is present when a director, officer or employee has aconflict of interest could potentially lead to serious problems for the Companyand could be grounds for disciplinary action or termination by the Company.

It is not possible todescribe every situation or occurrence that could lead to a conflict ofinterest between a director, officer or employee and the Company.  The following events are intended todescribe, by way of example, situations that could occur that could lead to aconflict of interest with the Company:

·                   *Relationshipswith Customer or Competitors:* Stock ownership and other financial interestsor participation in any customer, supplier or competitor of the Company must bereported to the Compliance Officer.

·                   *IndirectInterests and Relationships:* A conflict of interest canarise because of the business activities of an affiliate of a director, officeror  employee.  The term affiliate includes close familymembers and family members who live in the same household as a director,officer or employee.  A  director, officer or employee has a potentialconflict of interest whenever his or her affiliate has a significant interest ina transaction or a significant relationship with any customer, supplier or competitorof the Company.  The director, officer oremployee should not make or influence any 

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decision which could directly or indirectly benefithis or her affiliate and, in order to protect the director, officer or employeeand the Company from the appearance of a conflict of interest, allrelationships of this nature must be reported to the Compliance Officer.

·                   *Gifts,Loans and Entertainment:*  Adirector, officer or employee will not accept gifts from competitors or fromanyone having or seeking business with the Company, other than noncash gifts ofnominal value (less than $50.00 per calendar year) generally used forpromotional purposes by the giver or accept loans from any person having orseeking business with the Company (other than loans from banks or financialinstitutions at prevailing market rates and terms).  Participation in business-related functionsis permitted, including the acceptance of lunches or other meals. However, eachdirector, officer or employee should exercise care to ensure that suchfunctions are necessary and related to the conduct of business on behalf of theCompany. If in doubt, the Compliance Officer should be consulted.

·                   *OutsideBusiness Activities:* As a general rule, the Company does not allow itsemployees to participate or engage in business activities outside of theiremployment with the Company.  As ageneral rule, participation on a part-time or other basis in any outsidebusiness or employment will be a conflict of interest if the director, officeror employee’s participation in that business could interfere with his or herability to devote proper time and attention to his or her employment with theCompany.

·                   *Non-businessActivities:* Participation in the activities of a tradeassociation, professional society, charitable institution or governmentalinstitution, on a non-compensated basis, or holding a part-time public office(with or without compensation) will not generally create a conflict of interestin violation of this Code.  However, ifany director, officer or employee is unsure of his or her particular situation,the Compliance Officer should be consulted.

·                   *PersonalUse of Company Property and Company Information:* It is against Companypolicy for any director, officer or employee to use or divert any Companyproperty, including services of other employees, for his or her own advantageor benefit, or to use Company letterhead when writing personal correspondence.

·                   *RelatedParty Business Dealing. *If there is anybusiness relationship or proposed business transaction that the Company mighthave with any company in which a director, officer or employee, or a relatedparty of any such person, has a direct or indirect interest, and from whichsuch person might derive a benefit, or at which a related party is employed,and if such a relationship or transaction might give rise to 

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the appearance of a conflict of interest, then theCompliance Officer should be consulted.

**14.          Waivers of the Code of Business Conduct and Ethics**

Any waiver of this Code forexecutive officers or directors may be made only by the Board of Directors andwill be promptly disclosed as required by law or Nasdaq rules.

**15.          Personal Responsibility**

It is essential that theCompany ensures prompt and consistent action against violations of this Code.However, in some situations it is difficult to know right from wrong.  Since directors, officers and employeescannot anticipate every situation that will arise, it is important to haveguidelines on how to approach a new question or problem.  These are the steps to keep in mind:

·                                          *Make sure you have all the facts.*  In order to reach the right solutions, wemust be as fully informed as possible.

·                                          *Ask yourself: Whatspecifically am I being asked to do? Does it seem unethical or improper?* This will enable you to focus on the specificquestion you are faced with, and the alternatives you have.  Use your judgment and common sense; ifsomething seems unethical or improper, it probably is.

·                                          *Clarify your responsibility androle.*  In mostsituations, there is shared responsibility. Are your colleagues informed?  Itmay help to get others involved and discuss the problem.

·                                          *Discuss the problem with yoursupervisor.*  This isthe basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about thequestion, and will appreciate being brought into the decision-makingprocess.  Remember that it is yoursupervisor’s responsibility to help solve problems.

·                                          *Seek help from Company resources.*  If you believe that it is not appropriate todiscuss an issue with your supervisor, or you do not feel comfortableapproaching your supervisor with your question, discuss it locally with yoursupervisor or with the Compliance Officer.

·                                          *You may report ethical violationsin confidence and without fear of retaliation.*  If your situation requires that your identitybe kept secret, your anonymity will be protected.  The Company does not permit retaliation ofany kind against employees for good faith reports of ethical violations.

·                                          *Always ask first, act later:*  If you are unsure of what to do in anysituation, seek guidance *before you act*.

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**16.          Reporting/Investigation Procedures**

Any director, officer oremployee who reasonably believes that there has been a material violation ofthis Code should report it immediately to the Compliance Officer or RogerStone, Chairman. If the possible violation relates to questionable accounting,auditing, internal control or other matters described in Section 7 of thisCode, the employee may submit an anonymous, confidential complaint as discussedin Section 17.  The Chairman of the AuditCommittee shall in any event be promptly advised of any allegation of amaterial violation of Section 7 of this Code. Upon receipt of a complaint, the Company or Audit Committee or otherdesignee shall promptly investigate the matter.

Providing your name allowsthe Company to contact you if necessary during any investigation.  The Company will maintain in confidence theidentity of those individuals who provide their names when reporting to thefullest extent possible consistent with the need to investigate. Absoluteconfidentiality of any complaint under this Code, however, cannot be guaranteedbecause the very fact of conducting an investigation may lead employees orother persons to reach conclusions of their own.  Anyone involved in an investigation underthese procedures, whether as witnesses, participants in the performance of theinvestigation or otherwise, will be informed of their obligation to maintainconfidentiality and may be asked to sign an acknowledgment of this obligation.

***KapStone will notretaliate against any officer, director or employee who reports,  causes to be reported, testifies,participates in or otherwise assists in any proceeding reported or about to bereported regarding any matter covered under this Code.***

The Compliance Officer willsend summaries of conversations, and will forward copies of writtencommunications and transcripts of voice mail messages, containing reports tothe Chairman of the Board of Directors and the Chairman of the Audit Committee,as appropriate under the circumstances. The Compliance Officer will provide periodic reports to both Chairmen.The Compliance Officer will retain copies of all complaints, investigativereports, summaries of reports and other records relating to complaints inaccordance with the Company’s records retention policy.

**17.****                             ****Proceduresfor Submitting Confidential, Anonymous Complaints Regarding Accounting, Auditing or Internal Control Matters**

As an alternative to theprocedures described in Section 16, any employee who reasonably believes thatthere has been a material violation of this Code relating to questionableaccounting, auditing, internal control or other matters described in Section 7of this Code may submit confidential, anonymous complaints in writing to any ofthe persons listed below.  Complaintsmust provide sufficient information so that a reasonable investigation can beconducted and may be made directly to either:

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S. Jay Stewart,Chair of the Audit Committee of the Company’s Board of Directors;

TelephoneNo.: 312-475-9883

FaxNo.: 312-475-9884

EmailAddress:sjaystewart@aol.com

or

MuhitRahman, Member of the Audit Committee of the Company’s Board of Directors

TelephoneNo.: 513-561-0914

FaxNo.: 513-561-1301

EmailAddress: mrahman@arcadepartners.com

or such other individualswho are designated from time to time by the Board of Directors of KapStone.

The Company shall maintain arecord of all complaints submitted under this Code alleging a violation accounting,auditing or internal control matters.

**18.          Consequences**

If an investigation leads toa conclusion that a material violation of the Code has occurred, the Companywill take appropriate corrective action, which may include removal from aposition as director or officer and dismissal as an employee of theCompany.  Among other things, directors,officers and employees of the Company may be disciplined for:

·                                          Committing,authorizing, or directing an illegal act.

·                                          Failingto exercise proper compliance oversight or tolerating illegal conduct, ifacting as a supervisor of another employee of the Company.

·                                          Failingto report illegal business conduct of which he or she directly knows orobserves.

·                                          Discouraginganother director, officer, or employee from reporting a violation of law or ofthis Code.

·                                          Improperlydisclosing the identity of a person who anonymously reports a violation of thisCode.

·                                          Retaliatingor condoning retaliation against any director, officer, or employee of theCompany who reports such a violation.

As examples, the followingare not valid excuses for failing to comply with the law and/or this Code and,as such, will not avoid disciplinary measures under this Code:

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·           “A supervisor demanded that I do theillegal, unethical or improper act.”

·                                          “Ithought the conduct was standard practice in our business.”

·                                          “Itwas a business necessity because it would have cost more to act properly.”

·                                          “Imisinterpreted the law or this code and did not seek the advice of mysupervisor.”

The Company recognizes thepotentially serious impact of a false accusation. Employees are expected aspart of the ethical standards required by this Code to act responsibly inmaking complaints. Making a complaint without a good faith basis is itself anethical violation. Any employee who makes a complaint in bad faith will besubject to appropriate corrective action, up to and including dismissal.

 

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**ACKNOWLEDGMENT**

**CODE OFCONDUCT AND ETHICS**

·                                          Iacknowledge that I have received and read the KapStone Code of Conduct andEthics.

·                                          Iacknowledge that I understand the standards, policies and procedures containedin the Code of Conduct and Ethics and understand that there may be additionalstandards, policies, procedures and laws relevant to my position.

·                                          Iagree to comply with the Code of Conduct and Ethics.

·                                          Iacknowledge that if I have questions concerning the meaning or application ofthe Code of Conduct and Ethics, any company policies, or the legal orregulatory requirements applicable to my position, it is my responsibility toseek guidance from my manager, the Human Resources Department or other relevantindividuals or departments.

·                                          Iacknowledge that neither this Acknowledgement nor the Code of Conduct andEthics is meant to vary or supersede the regular terms and conditions of myemployment by the company or to constitute an employment contract.
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