Coldwater Creek

Coldwater Creek is known throughout the retail industry for its reputation of integrity and fair dealing. Our reputation is a strong but silent partner in all business relationships. This reputation is one of the most important assets any individual or company can possess. It is one that has been earned over a period of many years. However, it could be destroyed by a single unethical or thoughtless act.

Our Code of Conduct is very important because it applies to each of us at Coldwater Creek. Because our reputation is a significant reason why we are a successful retailer, this Code of Conduct mandates that we do everything to protect it. No employee should be misguided by any sense of loyalty to Coldwater Creek or a desire for profitability that might cause him or her to disobey any applicable law, contract or company policy. Open and honest communication up front will prevent many problems later.

II. INDIVIDUAL ACCOUNTABILITY

It is the responsibility of each Coldwater Creek administrative and management employee to read and understand the entire Code of Business Conduct. No code can guarantee ethical behavior. Only our employees can. Therefore, each and every employee has a personal responsibility to make sure that his or her actions abide by this Code of Business Conduct, as well as all federal and state laws that apply to our work.

If you have any questions or concerns about whether certain actions may be unlawful or unethical, it is your responsibility to contact your manager, Human Resources or Internal Audit to get the necessary directions or advice. Keep in mind that any failure to abide by this Code and the law can result in disciplinary measures, up to and including dismissal.

III. RESPONSIBILITY OF OUR MANAGEMENT TEAM; REPORTING CONCERNS

Coldwater Creek’s management team is expected to lead by example. Our management team is responsible for promoting open and honest two-way communications. This requires our management to be diligent in looking for indications that unethical or illegal conduct has occurred. Sometimes management is unaware of certain conduct by individual employees. It is incumbent, therefore, that any employee who has a concern about unethical or illegal activities informs their manager, Human Resources or Internal Audit for review. Employees who have concerns with accounting or auditing matters should follow the steps in the section entitled, “Reporting Questionable Accounting or Auditing Matters.”

IV. COMMUNICATING WITH OUR CUSTOMERS

Coldwater Creek has built long-term relationships with its customers by demonstrating honesty and integrity in how we communicate with them. It is imperative that we maintain the confidentiality of personal information entrusted to us by our customers.

Coldwater Creek will compete for business aggressively and honestly. This means that all marketing and advertising will be accurate and truthful. Deliberately misleading messages, omissions of important facts, or false claims about our competitors' products are never acceptable.

V. WORKING WITH OUR BUSINESS PARTNERS, VENDORS AND SUPPLIERS

DOING BUSINESS WITH OTHERS. All relationships with third parties must comply with company policy and the law. Coldwater Creek will not do business with others who may cause harm to our reputation. For example, Coldwater Creek will avoid doing business with others who violate federal or state laws. These laws include, for example, local environmental, safety and anti-corruption statutes. We will not use a third party to perform any act prohibited by law or our Code of Business Conduct.

Agents and Consultants.
Commission rates or fees paid to dealers, distributors, agents, finders or consultants must be reasonable in relation to the value of the product or work that is actually being performed. Coldwater Creek will not pay commissions or fees where there is reason to believe such payments are for the purpose of constituting a bribe or kickback.
Product Vendors.
Product vendors play a vital role in the success of our business. In some cases, the product vendor is highly visible to our customers. It is important to ensure that our vendors preserve and strengthen Coldwater Creek's reputation by acting consistently with our Code of Business Conduct. Coldwater Creek prohibits commercial bribes, kickbacks and other similar payoffs and benefits paid to any vendors.

Coldwater Creek sometimes works with proprietary data of product vendors. No employee shall disclose any vendors’ confidential or proprietary information to non-employees, nor shall any Coldwater Creek employee disclose such information to other employees, except on a need-to-know basis.

VI. PURCHASING PRACTICES

Purchasing decisions must be made based solely on Coldwater Creek’s best interests. Vendors and suppliers earn Coldwater Creek’s business based on quality, price, service and ability to meet our customers’ changing demands.Purchasing agreements should be documented and clearly identify the services or products to be provided, the basis for earning payment, and the applicable rate or fee. The amount of payment must be commensurate with the services or products provided.

VII. EXTERNAL COMMUNICATIONS

Communications to those outside Coldwater Creek often requires a unique understanding of legal and media issues. Employees are not permitted to disclose financial, business or technical information to anyone outside Coldwater Creek, including posting such information in any on-line chat room, bulletin board or other internet site.

To ensure accurate dissemination of information, it is best for Coldwater Creek to speak with one voice. Therefore, all requests for information by the media, investment analysts, current stockholders or potential investors should be referred to the Director of Corporate Communication and Investor Relations. Additional information is available in Coldwater Creek’s Corporate Communication Policy Statement.

VIII. USE AND DISCLOSURE OF INSIDE INFORMATION

The discussion below is a summary of Coldwater Creek’s Insider Trading Policy, which may be accessed on the Human Resources page of the Company’s intranet website. Any employee desiring to buy or sell Coldwater Creek stock should consult the Insider Trading Policy.

Federal and state securities laws regulate the use and disclosure of inside information when purchasing or selling stock. The penalties for violating prohibitions on insider trading can be severe and include civil and criminal fines and penalties. Information is “inside information” if it has not been publicly disclosed. Coldwater Creek also has policies concerning the use and disclosure of inside information. Our policies apply to our employees and to members of our employee’s immediate family and others living in his or her household.

Our policy prohibits disclosure of material inside information to anyone other than persons within Coldwater Creek whose positions require them to know such information. Our policy also prohibits disclosure of inside information to other persons or recommending that they buy or sell Coldwater Creek’s securities on the basis of inside information.

Coldwater Creek’s policy also prohibits trading in the securities of Coldwater Creek by any employee while in the possession of material inside information. More specific and restrictive rules apply to certain key employees, officers and directors. Additionally, it is the Company’s policy that employees should not engage in short-term and speculative transactions in the securities of Coldwater Creek.

An employee must not trade in the securities of another company if, in the course of his or her employment with Coldwater Creek, the employee obtains confidential information about the other company that is likely to affect the price of its securities. An employee also must not disclose this information to any other person, other than Coldwater Creek employees who have a need to know.

IX. FAIR COMPETITION

Coldwater Creek will compete vigorously and comply with all applicable antitrust and fair competition laws. These laws exist to ensure fair and open competition. Violation of these laws can result in civil liability and criminal penalties for Coldwater Creek and its employees. Examples of prohibited conduct include:

Agreements or understandings with competitors, either directly or indirectly, to fix prices, eliminate other competitors or restrict sales;
Exchange of pricing or other proprietary information with competitors; or
Illegal tying, price discrimination or refusals to deal.

These laws are complex. All Coldwater Creek employees are expected to seek advice from management concerning any action that could be viewed as anti-competitive or unfair.

X. CONFLICTS OF INTEREST

Employees must be careful to use Coldwater Creek’s name and trademarks only for authorized company business, and never in connection with personal activities, personal communication, or for any personal kind of gain.

Business decisions and actions must be based on the best interests of Coldwater Creek, and should not be motivated by personal considerations or relationships. Relationships with prospective or existing suppliers, contractors, customers, competitors or regulators must not affect independent and sound judgment exercised on behalf of Coldwater Creek. General guidelines and examples to help employees better understand situations that may cause a conflict of interest are listed below. Coldwater Creek employees are required to disclose to management any situation that may be, or appear to be, a conflict of interest. When in doubt, it is best to disclose.

OUTSIDE EMPLOYMENT.
Coldwater Creek employees may not work for or receive payments for services from any competitor, customer, vendor, distributor or supplier of Coldwater Creek without prior written approval of management. Any outside activity must be strictly separated from Coldwater Creek employment, and should not interfere with an employee’s job performance or decision-making on behalf of Coldwater Creek.
BOARD MEMBERSHIPS.
Serving on the Board of Directors or a similar body for an outside company or government agency requires the advance written approval of management. Helping the community by serving on boards of non-profit or community organizations is encouraged, and does not require prior approval.
FAMILY MEMBERS AND CLOSE PERSONAL RELATIONSHIPS. Employees must not use personal influence to get Coldwater Creek to do business with a company in which their family members or friends have an interest.
INVESTMENTS.
Coldwater Creek employees may not allow their investments to influence, or appear to influence, their independent judgment on behalf of Coldwater. This could happen in many ways, but it is most likely to create an actual or appearance of a conflict of interest if a Coldwater Creek employee has an investment in a competitor, supplier, vendor, customer, or distributor and his or her decisions may be influenced by that interest. If there is any doubt about how an investment might be perceived, it should be disclosed to management.

Employees are prohibited from directly or indirectly buying, or otherwise acquiring rights to any business opportunity, which Coldwater Creek may be interested in pursuing and the information is not generally known to the public.
GIFTS.
Gifts are not always physical objects -- they might also be services, favors or other items of value. No gift, favor or entertainment should be accepted or provided if it will obligate, appear to obligate or is intended to obligate or influence the recipient.
1. Gifts to Coldwater Creek Employees. Coldwater Creek employees are prohibited from accepting kickbacks, lavish gifts or gratuities. Employees can accept items of nominal value, such as small promotional items bearing another company's name (such as coffee mugs or tee shirts) or Christmas baskets. These items should not exceed a $30 value.
  
  In some rare situations, it may be impractical or offensive to refuse or return a gift. If that circumstance arises, discuss it with management.
2. Gifts Given by Coldwater Creek. Some business situations call for giving gifts. Coldwater Creek gifts must be legal, reasonable, and approved in advance by management.
  
  Coldwater Creek will not provide any gift if it is prohibited by law or the policy of the recipient's organization. For example, the employees of many government entities are prohibited from accepting gifts. If in doubt, check first.
ENTERTAINMENT.
"Entertainment" rules apply when there are representatives of Coldwater Creek and third parties at an event.
1. Coldwater Creek employees may accept free business meals, provided that it is reasonable in the context of the business relationship, and where it advances Coldwater Creek’s legitimate business interests. Entertainment such as paid admission by a vendor to sporting events or cultural activities is not acceptable. For example, a business meal would in most cases be acceptable, but paid tickets to a pro football game or the theatre would not. In contrast, merely accompanying a business partner or vendor to a local cultural or sporting event would in most cases be acceptable. However, Coldwater Creek employees must pay for this type of entertainment.
2. Entertainment that is lavish or frequent is to be avoided. Entertainment of this nature may be viewed or intended to influence an employee’s independent judgment on behalf of Coldwater Creek. If an invitation seems inappropriate, it must be turned down or payment made by Coldwater Creek for the true value of the entertainment. Where it appears that entertainment may be offered that might be considered inappropriate, it should be discussed with management in advance.
3. Entertainment by Coldwater Creek. Coldwater Creek employees may provide entertainment that is reasonable in the context of the business relationship. If you have a concern about whether providing entertainment is appropriate, discuss it with management in advance.
TRAVEL
1. Acceptance of Travel Expenses. Coldwater Creek employees may not accept transportation and lodging provided by a vendor, supplier or other third party unless the trip is for business, and has been approved in advance by an employee’s supervisor.
2. Providing Travel. Coldwater Creek may not pay the transportation and lodging expenses incurred by vendors, suppliers, agents or suppliers in connection with a visit to a Coldwater Creek facility unless the travel is for a legitimate business purpose. The visit must be for a business purpose, for example, on-site examination of equipment, contract negotiations, or training.

XI. RECORD KEEPING

Coldwater Creek requires honest, accurate and prompt recording and reporting of information in order to make responsible business decisions and to provide full, fair, accurate and timely disclosure in its SEC reports and other public communications. All records and accounts must be complete and not misleading. Financial records, and reports generated from those records, must be kept and presented in accordance with all applicable laws and relevant accounting standards and Coldwater Creek’s system of internal controls. All employees are responsible for the reliability and adequacy of information and records relating to their positions and duties.

XII. PUBLIC DISCLOSURE

All of Coldwater Creek’s disclosure in reports and documents it files with, or submits to, the SEC and in other public communications shall be full, fair, accurate, timely and understandable. All employees who are involved in the disclosure process are responsible for acting in furtherance of this policy. In particular, these individuals are required to maintain familiarity with the disclosure requirements applicable to Coldwater Creek and are prohibited from knowingly misrepresenting, omitting, or causing others to misrepresent or omit, material facts about Coldwater Creek to others, within or outside the company, including the company’s independent auditors. In addition, any employee who has a supervisory role in the disclosure process has an obligation to discharge his or her responsibilities diligently.

XIII. CONFIDENTIAL AND PROPRIETARY INFORMATION

Coldwater Creek maintains and protects valuable confidential and proprietary information. All employees are expected to protect this information and are prohibited from disclosing or using confidential or proprietary information for personal gain, either during or after employment.

Confidential and proprietary information includes best seller information, costing information, final select paperwork, marked-up books, fiscal and calendar grid and results, mailing lists and mailing plans, any and all customer information (including personally identifiable information and financial information about customers), terms of agreements with vendors and eCommerce entities, certain financial information and other similar proprietary information.

No Coldwater Creek employee shall disclose or use confidential or proprietary information outside the company without company authorization, nor shall any employee disclose such information to other employees or third parties except on a need-to-know basis.

Coldwater Creek requires written agreements with third parties who have a business need for access to our confidential and/or proprietary information in order to ensure that confidentiality is preserved. Employees should not hesitate to raise this issue where confidential or proprietary information is at issue.

Coldwater Creek respects the confidential and proprietary information of others. No employee who is in possession of such information belonging to their former employers shall use or disclose it in their employment with Coldwater Creek without the express written permission of their former employers.

XIV. REPORTING QUESTIONABLE AUDITING OR ACCOUNTING MATTERS

All employees are responsible for reporting any questionable situation regarding Coldwater Creek’s accounting, internal accounting controls or auditing matters or a concern regarding questionable accounting or auditing matters that come to their attention.

Employee Concerns Hotline. The company has established an Employee Concern Hotline to allow employees to discuss any concern or problem. The Hotline will be administered on behalf of the Audit Committee of the Board of Directors by Internal Audit. This Hotline is a voicemail box; access to the mailbox is limited to the members of the Audit Committee and Internal Audit. The number is 1-888-480-4747. It is not for emergencies. The Hotline will strive to make sure that all questions or concerns are handled fairly, discreetly and thoroughly.

Calls to the Hotline may be made anonymously. Anonymous submissions may also be made in writing to the following address:
Coldwater Creek Employee Concerns Hotline
P.O. Box 1921
Sandpoint, ID 83864

The Employee Concerns Hotline may also be contacted by e-mail at employeehotline@thecreek.com. Although e-mail is not anonymous, you can request your identity be kept confidential by the Audit Committee and Internal Audit.
You are still free to report concerns other than to the Employee Concerns Hotline. Confidentiality for anyone who reports concerns outside of the Hotline will be maintained to the fullest extent possible.

If a complaint regarding accounting, internal accounting controls or auditing matters is brought to the attention of an executive officer, either by an employee or a third party outside of the confidential and anonymous submission process, the executive officer is required to report the complaint directly to the chairperson of the Audit Committee. If a complaint regarding accounting, internal accounting controls or auditing matters is brought to the attention of a non-executive employee, that employee may either (a) report the complaint directly to his or her supervisor or (b) submit the complaint through the use of the Employee Concern Hotline as described above.

All reports submitted by employees regarding questionable accounting or auditing matters will be treated, to the extent possible, as confidential.

Questions concerning these procedures may be directed to the Internal Audit department.

XV. KEY BELIEFS

It would be wonderful if the right thing to do were always perfectly clear. In the real world of business, however, things are not always obvious. If you find yourself in a situation where the "right thing" is unclear or doing the right thing is difficult, remember these key points:

Is my action consistent with Coldwater Creek's reputation of integrity and fair dealing?

To Coldwater employees? To customers?
To business partners, competitors and shareholders?
To the government? To the public?

XVI. INVESTIGATIONS AND DISCIPLINE

The responsibility for administering the Code, investigating alleged violations and determining corrective and disciplinary action rests with various groups within the company. Internal Audit, Human Resources and other relevant departments work together as appropriate to promptly handle investigations and recommend corrective and disciplinary actions. Depending on the circumstances, in some cases senior managers and other officers will be involved to consider and determine the appropriate corrective or disciplinary action. In appropriate instances, Internal Audit and Human Resources will periodically report Code violations and the corrective actions taken to the Audit Committee of the Board of Directors. In some cases, the Audit Committee or the full Board of Directors will be responsible to conduct the investigation and determine the actions to be taken.

Coldwater Creek strives to impose discipline for each Code violation that fits the nature and particular facts of the violation. Violations of the Code may result in warnings or reprimands, but may also result in suspension without pay, demotion, reduction of compensation or termination of employment. Violations of the Code are not the only basis for disciplinary action. Coldwater Creek has additional guidelines and procedures governing conduct, and violations of those guidelines and procedures may also result in corrective or disciplinary action.

XVII. NO RETALIATION FOR PERSONS REPORTING VIOLATIONS OR CONCERNS

Coldwater Creek’s commitment to promoting the highest ethical standards includes a responsibility to foster an environment that allows employees to report violations without the fear of retaliation or retribution. You will not be disciplined, lose your job, or be retaliated against in any other way for asking questions or voicing concerns about legal or ethical obligations, as long as you are acting in good faith. “Good faith” does not mean that you have to be right—but it does mean that you believe that you are providing truthful information. The important thing is that you bring your question or concern to the company’s attention through one of the available channels.

Employees must never be discouraged from using any available channel within the organization. Even simple questioning of a person reporting a violation can lead to unintentional retaliation, as it may make that person feel that he or she did something wrong by choosing one method over another. Any person reporting a violation under this Code must be able to choose whichever method they are most comfortable with to communicate their concern to the company.

Any employee who retaliates against another employee for reporting in good faith known or suspected violations of this Code will be in violation of the Code and subject to disciplinary action, up to and including dismissal. Retaliation may also be a violation of the law, and as such, could subject both the individual offender and Coldwater Creek to legal liability.

Additional questions about retaliation should be addressed to the VP of Human Resources.

If you have any questions about the Coldwater Creek Code of Conduct, the first place to turn is your manager. If you are uncomfortable discussing the issue with your supervisor, please talk to another member of management, Human Resources or Internal Audit.