Code of Ethics for CEO andSenior Financial Officers

BorgWarner Inc. (the “Company”) has a Code of Ethical Conduct applicable to all
directors and employees of the Company. The Company’s Chief Executive Officer(“CEO”), Chief Financial Officer (“CFO”), Treasurer and Controller are bound by
the provisions set forth therein relating to ethical conduct, conflicts of interest andcompliance with law. In addition to the Code of Ethical Conduct, the CEO, CFO,
Treasurer and Controller are subject to the following additional specificprocedures:

1. The CEO, CFO, Treasurer and Controller are responsible for full, fair,accurate, timely and understandable disclosure in the periodic reports
required to be filed by the Company with the SEC. Accordingly, it is theresponsibility of the CEO, CFO, Treasurer and Controller promptly to bringto the attention of the Disclosure Committee any material information ofwhich he or she may become aware that affects the disclosures made by
the Company in its public filings.
2. The CEO, CFO, Treasurer and Controller shall promptly bring to theattention of the Disclosure Committee, the Finance and Audit Committee
and the Company’s internal and external auditors any information he or she
may have concerning (a) significant deficiencies in the design or operationof internal controls which could adversely affect the Company’s ability torecord, process, summarize and report financial data or (b) any fraud,
whether or not material, that involves management or other employees who
have a significant role in the Company’s financial reporting, disclosures orinternal controls.

3. The CEO, CFO, Treasurer and Controller shall promptly bring to theattention of the General Counsel and the Finance and Audit Committee any
information he or she may have concerning (a) any violation of theCompany’s Code of Ethical Conduct, including any actual or apparent
conflicts of interest between personal and professional relationships,
involving any management or other employees who have a significant rolein the Company’s financial reporting, disclosures or internal controls and (b)evidence of a material violation of the securities or other laws, rules orregulations applicable to the Company and the operation of its business, by
the Company or any agent thereof, or of violation of the Code of EthicalConduct or of these additional procedures.
4. The Board of Directors shall determine, or designate appropriate persons
to determine, appropriate actions to be taken in the event of violations ofthe Code of Ethical Conduct or of these additional procedures by the CEO,CFO, Treasurer and Controller. Such actions shall be reasonably designed
to deter wrongdoing and to promote accountability for adherence to theCode of Ethical Conduct and to these additional procedures, and may
include written notices to the individual involved that the Board has
determined that there has been a violation, censure by the Board, demotion
or re-assignment of the individual involved, suspension with or without pay
or benefits (as determined by the Board) and termination of the individual’semployment. In determining what action is appropriate in a particular case,the Board of Directors or such designee shall take into account all relevant
information, including the nature and severity of the violation, whether theviolation was a single occurrence or repeated occurrences, whether theviolation appears to have been intentional or inadvertent, whether theindividual in question had been advised prior to the violation as to the propercourse of action and whether or not the individual in question had committed
other violations in the past.
5. Any waiver of this Code for the CEO, CFO, Treasurer and Controller may
be made only by the Board or the Finance and Audit Committee and will bepromptly disclosed as required by law or stock exchange regulation.