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EXHIBIT 14.1 (THE SHAW GROUP INC. LOGO) THE SHAW GROUP INC. CODE OF CORPORATE CONDUCT AND INSIDER TRADING AND DISCLOSURE POLICY
 For The Shaw Group Inc. and all Subsidiaries and Affiliates Revised: June 2003




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TABLE OF CONTENTS I.
    
    INTRODUCTION
    
    
    1II.
    
    CORPORATE CONDUCTA.
    
    Statement of Purpose
    
    
    2B.
    
    Compliance with All Laws
    
    
    2C.
    
    Specific Applicable Laws
    
    
    31. Antitrust Laws
    
    
    32. Copyrights of Computer Software
    
    
    33. Health and Safety Regulations
    
    
    34. Equal Employment Opportunity
    
    
    35. Sexual Harassment
    
    
    46. Other Employment Laws
    
    
    47. Use of Copyrighted Information
    
    
    4D.
    
    Record Keeping
    
    
    4E.
    
    Business Courtesies/Gifts
    
    
    5F.
    
    E-mail, Internet and Voicemail
    
    
    6G.
    
    Confidential Information
    
    
    7H.
    
    Conflicts of Interest
    
    
    8I.
    
    Consultants
    
    
    8J.
    
    Drug and Alcohol Policy
    
    
    8K.
    
    Employment and Related Documents
    
    
    9L.
    
    Political Activities
    
    
    9M
    
    Governmental Investigations and Audits
    
    
    9N.
    
    Government Contracts, and Programs
    
    
    101. General
    
    
    102. Gifts, Gratuities, Bribes and Kickbacks
    
    
    103. Safeguarding Classified Information and Materials
    
    
    114. Procurement Integrity
    
    
    115. Unallowable Costs
    
    
    11O.
    
    International Business
    
    
    11P.
    
    Corporate Funds, Property, and Opportunities
    
    
    12Q.
    
    Personal Finances
    
    
    13R.
    
    Outside Activities
    
    
    13S.
    
    Innovations, Inventions, Patents and Grants
    
    
    13T.
    
    Fair Dealing
    
    
    14III.
    
    INSIDER TRADING AND DISCLOSURE POLICYA.
    
    Trading in Company Securities
    
    
    141. Brief Summary
    
    
    142. Confidentiality of Inside Information
    
    
    153. Insider Trading
    
    
    164. Restrictions on Resale of Company Securities
    
    
    175. Restrictions on Purchases of Company Securities
    
    
    196. Reporting Requirements and Disgorgement of Profits
on Short-Swing Transactions
    
    
    19B.
    
    Foreign Corrupt Practices Act
    
    
    20C.
    
    Disclosure of Corporate Information
    
    
    211. General
    
    
    212. Procedures for Announcing Material Information to the Public
    
    
    223. Discussions with Securities Analysts
    
    
    234. Review of Analyst Reports
    
    
    23




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THE SHAW GROUP INC. CODE OF CORPORATE CONDUCT AND INSIDER
TRADING AND DISCLOSURE POLICY Section I. INTRODUCTION Set forth in this and the following Sections is the Code of Corporate
Conduct and Insider Trading and Disclosure Policy (the Code) of The Shaw
Group Inc. and its subsidiaries and affiliates (collectively, the Company). This Code applies to all employees, officers and directors of the company
(sometimes collectively referred to herein as Employees). Any waivers of
applicability of this Code to any Employees may be made only by the Board of
Directors and such waiver must be disclosed to the Shareholders. Section II deals with the Companys policy regarding the ethical conduct
of its employees, officers and directors. The policy of the Company in general
is to require that each individual affiliated with the Company act with
honesty, fidelity and fairness in a manner that promotes both public trust and
confidence, as well as compliance with law and regulation. While the Code sets
forth the Companys policy for proper and ethical behavior, it does not deal
with all situations and circumstances and, as a result, is not intended to
govern every question that may arise, or to be a substitute for individual good
judgment. Section III deals with the restrictions upon and requirements of the
Company and its employees, officers and directors pursuant to federal
securities laws. These restrictions and requirements generally focus upon (i)
transactions in Company securities including insider trading, and (ii) the
confidentiality and disclosure of information regarding the Company. Such
restrictions and requirements arise primarily under the federal securities
laws, which laws are complex and far-reaching, and cannot be discussed
comprehensively in a brief statement of policy. Accordingly, Section IIIs
primary purpose is to alert the Companys employees, officers and directors to
these restrictions and requirements generally, so that potential problems can
be identified and further guidance can be sought as necessary. In that regard,
the Companys Secretary and the Legal Department are available to consult with
you so that advice may be obtained and appropriate action taken to assure full
compliance with this Code and applicable requirements of law. Whenever there is any question as to whether an activity or relationship
may either violate this Code, other applicable law, regulation or procedures or
doubt about what is the best course of action in a particular situation
Employees are encouraged to talk to their supervisors, managers, Company
officers, the Legal Department, the Corporate Secretary, or other appropriate
personnel to obtain any needed assistance. If there is any suspicion that an employee, manager, supervisor, officer,
director or any other person affiliated with the Company has engaged in any
misconduct or unethical behavior, the matter should be reported immediately.
Any such matter may be reported, at the employees discretion, to their
supervisors, managers, Company officers, the Legal Department, the Corporate
Secretary or other appropriate personnel. In addition the Company maintains a
Toll Free, 24 hour Hotline (1-888-337-7499) by which Employees can chose to
report incidents of possible misconduct or unethical behavior. The Company
will not retaliate against any Employee that reports possible misconduct or
unethical behavior or participates in the investigation of such matters. Violations of this Code will subject the employee, officer, or director to
disciplinary action up to and including termination or removal in accordance
with applicable Company procedures. Criminal violations may also be referred
to the appropriate authorities for prosecution. Executive management of the Company is regularly required to make
certifications, affirmations, and other statements concerning the various
actions and activities of the Company, its officers and




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directors, in connection with audits, examinations, tax returns, public
reports, filings with the Securities and Exchange Commission and similar
matters. The accuracy and reliability of those statements depend in large part
on the ethical behavior of the Companys employees, officers and directors.
Therefore each employee, officer and director must read and understand the
contents of this Code, review it periodically, and be alert to situations which
may be in violation of the principles set forth. Section II. CORPORATE CONDUCT A. Statement of Purpose The reputation of any business organization is built through the
collective and individual performance of its directors, officers and
employees. The public often views public corporations such as the
Company as occupying special positions of trust and the Companys future
success is contingent upon living up to this perception through the
competence and integrity of its staff. Each employee, officer or
director is responsible for acting in all matters with honesty, fidelity
and fairness in a manner that both merits public trust and confidence, as
well as compliance with applicable law and regulations. B. Compliance with All Laws All business activities shall be conducted in full compliance with all
applicable laws and regulations. Unlawful conduct is strictly
prohibited. When an employee, officer or director is uncertain regarding
the interpretation and/or application of any law or regulation, an
executive officer, business unit management or the Legal Department
should be consulted. Executive officers should consult with the
Companys General Counsel if necessary. C. Specific Applicable Laws As part of the Companys and Employees obligations to adhere to all
laws, rules and regulations, there are several specific federal and state
laws with which the Company and the Employees may come into contact more
frequently which must be adhered to and are specifically mentioned below:  1.
    
    Antitrust Laws.The Company is aggressively competitive in
both the Untied States and foreign markets; however, the Company
does business according to and in compliance with all free
competition laws including all antitrust laws of the United States
and other countries, where applicable. Any violations of the
antitrust laws can result in criminal prosecution of the individuals
involved.Antitrust laws are complicated and cannot be discussed
fully in this policy. However, prohibited activities include
agreements with competitors to fix prices, price fixing with our
customers to the retailer, boycotts, or other collusional agreements
to restrain or restrict competition in the market place. As a
general rule, the Company should avoid contacts with competitors
except in those limited situations where contacts are clearly
necessary and are for a lawful purpose, as such contacts can create
the appearance of impropriety with regard to antitrust laws. Any
questions or possible infringements of the antitrust laws should be
referred to an Executive Officer or the Legal Department.2.
    
    Copyrights of Computer Software.United States copyright law
protects most computer programs in most countries. Penalties for
violations of these copyright laws can be quite severe. The
Companys policy is to strictly adhere to all such copyright and
licensing laws relating to software. Employees are prohibited from
copying any computer programs or software whether or not owned by
the Company unless such is specifically permitted under the
applicable software license or under the law. Any questions about




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these issues should be addressed to the IT Department or the Legal
Department.3.
    
    Health and Safety.The Company will adhere to all federal,
state, and applicable local laws and regulations regarding the
health and safety of employees and environmental protection. All
Employees shall be responsible for practicing safe work habits and
obeying applicable Company safety procedures at all times. The
Company also has reporting procedures for the reports of injuries
and accidents while on the job; all Employees are required to adhere
to those policies.4.
    
    Equal Employment Opportunity.The Company is an equal
opportunity employer, and our policy is not to discriminate against
any employee or applicant for employment because of race, color,
sex, religion, age, national origin, veteran status, or disability.
The Company is committed to full compliance with all applicable
federal, state, and local laws governing non-discrimination in
employment. This




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policy applies to all terms and conditions of employment
including, but not limited to: hiring, promotion, termination,
layoff, recall, transfer, leaves of absence, compensation, and
training. Any questions about the implementation of this policy
should be directed to Human Resources.5.
    
    Harassment.The policy of the Company is to strive to afford
its employees a hospitable, cooperative, and non-coercive work
environment. Harassment of any kind (including harassment based on
a persons race, color, sex, religion, age, national origin, veteran
status, or disability) by any supervisor, co-worker, consultant,
agent, or supplier is improper and will not be tolerated. Employees
are required to adhere to this policy and failure to do so can
result in disciplinary action up to and including termination.6.
    
    Other Employment Laws.The Company also adheres to all other
applicable employment laws including but not limited to the
Americans With Disabilities Act, the Family Medical Leave Act, the
Employment Retirement Income Security Act, pregnancy protections
provided by law and workers compensation laws. All Employees of the
Company are encouraged to perform their duties to the extent they
are able to ensure Company compliance with such laws.7.
    
    Use of Copyrighted Information.Certain written and audio
materials are protected by the copyright laws of the United States.
Any Employee seeking to use or reproduce written or audio materials
must seek advise from the Legal Department regarding whether such
use is permissible. Such materials include but are not limited to
music compositions in the form of compact discs, audio cassettes,
and other forms and written articles from newspapers, journals or
magazines. If in doubt, please contact the Legal Department. D. Record Keeping Company business records must always be prepared accurately and reliably. They
are of critical importance in the operation of the Companys business.
Compliance with accounting rules and controls is expected at all times.
Costs must be recorded accurately and consistently regardless of the type
of client or contract, or the financial status of the project or business
unit. No false or artificial entries are to be made in any books or
records of Company for any reason and no Employee shall engage in such
practice even if requested to do so by a supervisor. This includes but is
not limited to completion of time sheets, expense reports, inspection
reports, laboratory reports, and technical reports. Employees shall make full disclosure of all relevant information and
shall otherwise fully cooperate with internal and external auditors or
Company legal counsel in the course of compliance audits or
investigations. Company records and documents will be maintained in
accordance with the Companys records retention policies. No documents
shall be destroyed by any Employee in anticipation of their need for
legal or governmental regulatory proceedings. Documents include
electronic media as well as paper documents. Any receipts of subpoenas
for company documents should be sent to the Legal Department for
consideration prior to responding thereto. E. Business Courtesies/Gifts The exchange of limited, non-cash business courtesies and gifts are
appropriate and acceptable. However, the Company prohibits the use of
such courtesies and gifts in attempting to improperly influence the
decisions of customers, suppliers or others impacting our business. This
paragraph applies to all Employees. In addition those Employees assigned
to or with responsibilities for Government contracts or programs are
subject to additional requirements set out in the Government Contracts
and Programs section of this Code.




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1.
    
    No Employee may accept, under any circumstance, a gift of
money or money equivalent from any customer, vendor, subcontractor,
owner, engineer, governmental agency or any other person with whom
Employee comes in contact because of Company business.2.
    
    No Employee or family member of an Employee may solicit or
request anything of value for his or her personal gain from those
with which he or she comes in contact because of Company business.3.
    
    Employees and their family members may accept business
courtesies and gifts from persons with which Company does business
provided: (a) the gift is of nominal value (under $100), or (b) the
gift is a promotional gift primarily of an advertising nature, or
(c) the gift is a holiday gift of nominal value. (Note that more
restrictive requirements apply for Government Contracts and
Programs.)Any gifts of more than nominal value shall not be accepted until
Employee has cleared acceptance for such gift with the Legal
Department.4.
    
    Employees are not permitted to receive or purchase goods or
services for personal use from suppliers or potential suppliers at
price concessions not generally available to other Company
employees, or unless provided as part of a Company approved employee
purchase plan.5.
    
    Employees may give to business contacts gifts of nominal
value of Company promotional items or other items approved by
management which shall bear the name of Company. (Note that more
restrictive requirements apply for Government Contracts and
Programs.)6.
    
    Meals and entertainment may be given or received by Employee
if of reasonable value or provided that business is discussed and
the activity has a clear business purpose. Any activity which might
be considered lavish or extravagant shall not be permitted. Any
questions about acceptability of such meals or entertainment should
be directed to the Legal Department. (Note that more restrictive
requirements apply for Government Contracts and Programs.)7.
    
    Any offer to an Employee which does not meet these guidelines
or which appears clearly inconsistent with business practices must
be reported to the Employees supervisor. F. E-mail, Internet and Voice Mail The Companys E-mail, computer, network and voice mail systems are
provided and maintained solely for business purposes. All Employees must
comply with the IT System and Equipment Acceptable Use Policy published
by the Information Technology Department. Messages sent through E-mail, electronic communications, the information
contained in the network of any Employees computer, as well as messages
contained on voice mail, are the sole property of The Shaw Group Inc. and
are considered business records of the Company and are subject to
inspection and monitoring, at all times, by the Company. Shaw may override any individual passwords or codes or require Employees
to disclose any passwords or codes to facilitate access by the Company to
E-mail, electronic communications, computer network or hard drive
contents or voice mail. Shaw retains the right to access an Employees
E-mail, computer, or voice mail at any time for any reason whatsoever
without notice to the Employee. Such reasons may include but are not
limited to the following: to assure compliance with Company policies; to
conduct business; to investigate conduct or behavior that
may be illegal or may adversely affect the Company, employees or clients.
An Employees permission to access E-mail, computer records or data, or
voice mail is not required.




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By using the Companys E-mail, computers, network system and voice mail,
all Employees knowingly and voluntarily consent to their usage of these
systems being monitored by the Company. Employees should not expect that
E-mail, information in the computer system or voice mail system is
confidential or private with respect to the Company, and, therefore,
should have no expectation of privacy from the Company related to their
usage of these systems. Furthermore, any such information may be
disclosed by the Company to a third party, if the Company deems this
necessary. However, this policy is not intended to abrogate any
attorney/client or work-product privilege within the Company or with
respect to third parties. E-mail, electronic communications, and voice mail are to be used in a
manner consistent with all other Company policies. Employees are
required to take absolute care to protect the confidentiality of
communications or proprietary information. Company policy prohibits the
communication of internal, privileged or confidential information outside
the Company, unless the communication is in the course of rendering
service to a client or customer. Shaw requires courtesy and respect in the use of the E-mail, electronic
communications and voice mail. Any communication by Employees using
these systems that may constitute verbal abuse, slander, defamation, or
that may be considered offensive, harassing, vulgar, obscene or
threatening is strictly prohibited. Offensive content includes, but is
not limited to, sexual comments or images, racial slurs, gender-specific
comments or any comments that would offend someone on the basis of his or
her age, race, sex, color, national origin, religion, disability or
veteran status. The Internet is provided for business use to Employees. Employees are
prohibited from downloading any data which is not in the public domain or
which is not appropriate for corporate business. Employees should not
abuse access to the Internet for personal purposes. The Company has the
ability to and will conduct reviews of Employees uses of the Internet.
Violations of the Acceptable Use Policy regarding use of the Internet, IT
Systems or Equipment will subject Employees to disciplinary action. G. CONFIDENTIAL INFORMATION  1.
    
    Company expects that all proprietary, confidential, or
nonpublic information to which an Employee has access shall be
maintained in strict confidence unless it is otherwise necessary to
divulge such information on a need to know basis for business
purposes. All such disclosures must be in accordance with
applicable procedures. This includes the confidential and
proprietary information of Customers, Vendors, Subcontractors and
other business entities with which the Company does business. Some
examples of confidential information are technical information about
current or planned projects, acquisitions or other business
proposals, procurement plans, vendor lists or purchase prices,
costs, pricing and estimating practices, non-public financial
information and litigation information. Section III below and the
Company Communications Policy contain additional guidance and
procedures that must be followed pertaining to any release of
information to or communications with securities analysts, brokers,
investment bankers, members of the press, investor websites, or
similar public audiences.2.
    
    Employees must be careful about where and with whom business
information is discussed. Any confidential matters should not,
unless absolutely necessary, be discussed over wireless
communication methods or in areas where persons other than those in
the discussion could overhear the information. Care should also be
taken in the use of e-mail so that unauthorized release is avoided.3.
    
    Employees family members shall not divulge any information
they know about or obtain about the Company or those with whom the
Company does business which is confidential and proprietary.




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4
    
    When it is necessary to divulge confidential information,
prior approval should be obtained in accordance with applicable
Company procedures from an appropriate Officer of the Company or
from the Legal Department.5.
    
    No Employee shall be hired in order to obtain the persons
specific knowledge of a former employers confidential information. H. CONFLICTS OF INTEREST  1.
    
    A conflict of interest occurs when personal interests of the
Employee or Employees family members interfere with the Employees
ability to perform his or her functions with Company free of bias
and in the manner that best benefits the Company. The Employees
have a duty to avoid any situations which might create a potential
or actual Conflict of Interest with regard to Employees employment
with Company.2.
    
    Employees shall not accept full-time, part-time or temporary
employment, or act as an independent consultant, with or without
compensation, in cash or in kind, with any organization that does
business with the Company or is a competitor of the Company.3.
    
    Employees shall not represent the Company nor attempt to
influence the Companys decisions in any transactions when the
Employee or a member of the Employees family has a financial
interest in a firm wishing to do business with the Company. In
these situations, the Employee should, in writing, disclose the
nature of the conflict to an Officer of the Company and withdraw
from further involvement with the transaction.4.
    
    Requests for exception to these provisions must be made in
writing, disclosing all relevant details of the actual or apparent
conflict, and forwarded through a Company officer to the Corporate
Secretary for approval. Requests involving Company Officers or
Directors will be forwarded by the Corporate Secretary to the Board
of Directors for approval, and if approved will be disclosed as
required by law.5.
    
    Questions concerning the existence of actual or potential
conflicts of interests should be directed to the Legal Department. I. Consultants No Employee shall hire any Consultants for the Company without having
obtained approval from the Legal Department and an appropriate Officer of
the Company in accordance with Company procedures. All Consultants shall
be required to execute a Contract with Company prior to the Company
providing any compensation to such Consultant. J. Drug and Alcohol Policy Company has in place drug and alcohol policies which prohibit the
Employees from the use, possession or distribution of illegal or
unauthorized drugs or alcohol on Company property or during the hours of
Company operation or in connection with any business of Company.
Violations of this policy are very serious and Employees violating such
policy will be subject to disciplinary action up to and including
termination.




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K. Employment and Related Documents Employment and Medical Records of Employees are confidential and all
Employees having access to those records are required to maintain that
confidentiality. The Company shall take appropriate action to insure
that only the minimum number of employees required to have access shall
have access to those records. Employees medical records are kept
separately from personnel records and are restricted even further to
Employee access than are the personnel records. L. POLITICAL ACTIVITIES IT IS PROPER AND NECESSARY THAT THE COMPANY BE INVOLVED WITH AND
CONCERNED WITH LOCAL AND NATIONAL AFFAIRS THAT MIGHT DIRECTLY IMPACT OR
AFFECT THE COMPANYS WELFARE AND OPERATION. MANAGEMENT HAS A
RESPONSIBILITY TO SHAREHOLDERS AND EMPLOYEES TO ASSIST IN CREATING
AWARENESS, UNDERSTANDING AND ACCEPTANCE OF THE COMPANYS POSITION WITH
REGARD TO GOVERNMENTAL ACTIVITY. THE COMPANY WILL THEREFORE SELECTIVELY
PARTICIPATE IN POLITICAL ACTIVITIES AS MAY BE PERMITTED UNDER APPLICABLE
LAWS. THE COMPANY MAY MAKE POLITICAL CONTRIBUTIONS WITHIN APPLICABLE
LEGAL LIMITATIONS AT THE DISCRETION OF THE OFFICERS OR BOARD MEMBERS OF
THE COMPANY. EMPLOYEES ARE FREE TO TAKE AN ACTIVE ROLE POLITICALLY BUT
SUCH INVOLVEMENT SHALL BE AT EMPLOYEES OWN TIME AND EXPENSE. EMPLOYEES
SHALL NOT PRESSURE OTHER EMPLOYEES TO MAKE POLITICAL CONTRIBUTIONS OR
PARTICIPATE IN POLITICAL EVENTS. M. Government Investigations and Audits It is the policy of the Company to cooperate with all audits and
investigations by Governmental agencies. Therefore when such event
arises, the Employee shall immediately notify the Legal Department or the
Employees immediate supervisor who will initiate notifications to the
Legal Department and appropriate management. The following guidelines
shall be followed by all Employees involved in a Government audit or
investigation:  1.
    
    No Company documents or records shall be destroyed which
relate to the subject of such audit or investigation. Documents and
records include all electronic media.  2.
    
    No historical records or documents shall be altered or modified.  3.
    
    No Employee shall make any knowingly false or misleading
statement to any Government auditor or investigator.4.
    
    No Employee shall attempt to influence any other Employee to
provide false information in such audit or investigation.5.
    
    Any formal official document or letter informing of the audit
or investigation, or requesting information, shall be forwarded to
Companys Legal Department prior to response to the notification or
request.6.
    
    The Company will normally permit government auditors and
investigators to speak to Employees at their normal work location
during normal business hours. Therefore an Employee who is
approached by a Government auditor or investigator outside of the
workplace has the right to refuse to speak to such auditor or
investigator and to consult with the Company Legal Department or his
or her own attorney prior to discussing any matters with the auditor
or investigator.




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N.
    
    Government Contracts and Programs1.
    
    General. The Company, through numerous subsidiaries and
affiliates, is a major provider of goods and services to many
Federal, state and local government agencies and entities. Because
the statutes and regulations which govern contracting with these
various government entities are often more demanding than the
principles applicable to strictly commercial relationships, it is
essential that those who have responsibilities for government
programs be aware of the requirements which apply to the Companys
dealing with each government entity.To ensure compliance with applicable statutes and regulations,
Employees involved with government contracts and programs must
comply with the provisions of this Code, and all other Company
policies and procedures, including those of their respective
business units. Additionally all Employees must comply with the
following provisions.2.
    
    Gifts, Gratuities, Bribes and Kickbacks.  a.
    
    Bribes And Kickbacks.Employees may not
solicit or accept, either directly or indirectly, a bribe,
kickback, or any other illegal or improper payment or any
other thing of value, which might support an inference of
wrongdoing regarding a government contract or subcontract.
Likewise an employee may not offer or provide, either
directly or indirectly, a bribe, kickback or any other
illegal or improper payment, or any other thing of value, to
a customer, prospective customer, or government employee or
representative to influence their decision regarding a
government contract or subcontract.b.
    
    Gifts, Gratuities and Entertainment.It is the
policy of the Company that Employees will not offer gifts,
gratuities, or any other thing of value to government
employees or officials. Likewise, Employees may not accept
gifts, gratuities, or any other thing of value from suppliers
or subcontractors on government contracts or programs.Employees may however give and receive promotional or
advertising items such as pens, coffee mugs or similar
items of a nominal value of less than twenty dollars
($20.00). Provision of light refreshments such as coffee,
soft drinks, and pastries during meetings with Government
officials at Company facilities is also permitted.
Additionally the total value of gifts provided to an
individual government employee should not exceed an
aggregate of fifty dollars ($50.00) per year.  3.
    
    Safeguarding Classified Information and Materials. Employees
must strictly adhere to all laws and regulations regarding the
protection of classified information and materials. Any potential
violations of classified information requirements or procedures
shall be reported in accordance with Company and respective agency
procedures immediately.4.
    
    Procurement Integrity. It is the policy of the Company to
fully comply with requirements of the Procurement Integrity Act
which restricts the right of contractors competing for Federal
Government contracts to obtain both certain source selection
sensitive information of the Government and also the protected bid
or proposal information of competing contractors. Therefore
Employees will not solicit or obtain during the conduct of a
competitive procurement, either from an officer or employee of an
agency or any other source, any contractor bid or proposal
information or source




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selection information regarding such competitive procurement,
prior to the competitive award of that contract.The Procurement Integrity Act and other statutes and regulations
also restrict the ability of certain federal officials or
employees to conduct employment discussions or accept employment
with the Company. Therefore any potential employment of a current
or former Federal government employee or official by the Company
shall be cleared with the Human Resources5.
    
    Unallowable Costs. The government has identified numerous
costs for which it will not reimburse contractors. These
unallowable costs are identified in applicable regulations and
contract provisions. The Company requires that all such costs be
appropriately identified, accounted for, and excluded from proposals
and requests for reimbursement prepared by the Company in accordance
with applicable procedures. Any questions should be referred to
either the Government Accounting or Legal Department.O.
    
    International Business1.
    
    Company is fully engaged in International business and many
other countries have laws which are different from those of the
United States. Persons dealing with a project in another country
have a duty to become fully informed of and comply with all
applicable laws and regulations effecting the work in that Country.2.
    
    Employees dealing in International business should inform
themselves and become fully aware of the U.S. Foreign Corrupt
Practices Act.This Act prohibits the giving of anything of value
to officials of foreign governments in order to obtain or retain
business. There is one exception to this prohibition which involves
facilitating payments which are required for a government official
to expedite the performance of his normal duties. However, any
potential payment or request for payment to or by any foreign
government official shall be cleared for approval by the Company
Legal Department.This policy applies to Company as well as any
party with whom it has a contract; adherence to this policy requires
extreme diligence by Employees. All contracts Company has with
subcontractors, vendors etc. relating to projects in foreign
countries shall have a provision requiring compliance with the US
FCPA. Discussion of additional requirements of the USFCPA are in
Section III below.3.
    
    Boycotts.Certain countries are engaged in boycotts against
other countries and try to enforce such boycott provisions in
contracts with U.S. Companies. U.S. Anti-boycott regulations
prohibit such actions. No Employee shall agree to any contract,
document, or oral request containing any provision which requires or
could be interpreted to require Company to comply with any such
boycott. Additionally, the law requires that any request for such a
provision be reported to the Government; therefore, if any Employee
encounters such a request, it should be reported to the Legal
Department immediately.4.
    
    Export Controls.Company will fully comply with all
applicable US export, customs or trade control laws and regulations,
licensing requirements and other relevant US laws and international
sanctions.P.
    
    Corporate Funds, Property, and Opportunities All Company assets and opportunities should be utilized for
legitimate business purposes of the Company. The use of corporate
funds, assets, or opportunities developed or discovered through
the use of Company property, information, or position for personal
gain or any unauthorized or improper purpose, is strictly
prohibited. All Employees should protect the Companys assets,
ensure their efficient use, and advance the legitimate interests
of the Company when the opportunity arises. Any funds or assets




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which may be construed as belonging to the Company must be
delivered to the Company and properly recorded. No false,
misleading or artificial entry shall be made in the books or
records of the Company for any reason. Theft, carelessness and
waste have a direct impact on the Companys profitability and are
not acceptable.  Q.
    
    Personal Finances Employees should conduct their personal finances in a manner consistent
with the image of a responsible individual and should refrain from any
action which might be indicative of financial irresponsibility. The
conduct of a responsible individual would include, but not be limited to,
the prevention of personal delinquencies and the avoidance of highly
risky and/or hazardous speculative transactions, and preclusion of
imprudent situations, which might influence decisions on behalf of the
Company. Further, all salary information regarding the employees of the Company is
considered as personal and confidential and any unauthorized disclosure
is prohibited.  R.
    
    Outside Activities Employees are encouraged to participate actively in non-profit
organizations such as educational, religious, health and welfare
institutions, and service clubs. They are also encouraged to serve their
communities and schools by serving on committees and boards. Notwithstanding the foregoing, no Employee should, without the prior
written approval of the his supervisor and the Legal Department, have an
outside interest which would: materially encroach on the time or
attention which should be devoted to the Employees corporate duties;
adversely affect the quality of work performed; compete with the
Companys activities; or involve any use of the Companys equipment,
supplies, or facilities, as to imply sponsorship or support of the
Company. Each Employee shall inform and receive the written consent of the General
Counsel before becoming a director, officer, partner, major stockholder
or a trustee of any outside organization.  S.
    
    Innovations, Inventions, Patents and Grants  The Company shall own and Employees shall assign all ownership rights in all
original works or innovations, inventions, patents and grants suggested by
any activity which Employees perform for or on behalf of the Company,
related to the Companys business, or developed during work time or with
the use of any Company facilities, equipment, data, trade secrets, or
resources. During employment and after termination of employment with the Company,
Employees shall perform all acts necessary to assist the Company, as it
may elect, to file patent and trademark applications in the United States
and foreign countries to establish, protect and maintain the Companys
intellectual property rights.  T.
    
    Fair Dealing Employees should endeavor to deal fairly with the Companys customers,
suppliers, competitors and employees. No Employee should take unfair
advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts or any other
unfair-dealing practice.




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Section III. INSIDER TRADING AND DISCLOSURE POLICY  A.
    
    Trading in Company Securities.1.
    
    Brief Summary.The following summary highlights some of the
important requirements, restrictions, limitations and/or
prohibitions on trading in Company securities. You are urged to
read carefully the remainder of this Section for a more detailed
description of these matters.  a.
    
    Confidentiality of Inside Information.
Officers, directors and employees must maintain inside
information (i.e., material information about the Company
that has not been disclosed to the public) in strict
confidence, and, unless and until disclosed publicly by the
Company as provided in the Code, must not disclose such
information to any person, unless the person has a need to
know the information for legitimate, Company-related reasons
and agrees in writing to maintain such information in strict
confidence. If you have any questions whether information
you possess is material or has been disclosed publicly by the
Company, you should consult the Companys Investor Relations
Officer, Chief Financial Officer or Secretary. If you have
other questions regarding disclosure for Company-related
matters, please consult with the Companys Investor Relations
Officer.b.
    
    Prohibition of Insider Trading. No Employee
may trade in Company securities while in possession of
material, non-public information concerning the Company.c.
    
    Prevention of Insider Trading by Others.
Employees who become aware of an actual or potential insider
trading violation should immediately advise the Chief
Financial Officer or Secretary, and should take steps where
appropriate to prevent persons under their control from using
inside information for trading purposes.d.
    
    Trading While in Possession of Misappropriated
Information. Outsiders (i.e., family members, close
personal relations, friends, legal or financial advisers,
partners and others including tippees, who are persons who
obtain material, non-public information from an employee,
officer or director) may also be liable under the securities
laws where the outsider misappropriates material, non-public
information and trades, directly or indirectly, in Company
securities on the basis of such information.  2.
    
    Confidentiality of Inside Information  a.
    
    General. Employees of the Company who come
into possession of material, non-public information
concerning the Company must, unless and until the information
is disclosed publicly by the Company, safeguard the
information and not intentionally or inadvertently
communicate it to any person, including without limitation
family members or friends, unless the person has a need to
know such information for legitimate, Company-related reasons
and agrees in writing to maintain such information in strict
confidence. An Employee who improperly reveals material,
non-public information to another person can be held liable
under the anti-fraud provisions of federal and state
securities laws (primarily Section 10(b) of the Securities
Exchange Act of 1934, as amended (the 1934 Act) and Rule
10b-5 thereunder) for the trading activities of his or her
tippee and any other person with whom the tippee shares the
information. The tippee may also be held liable. In
addition, persons who misappropriate




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material, non-public information (including without
limitation family members, close personal relations,
friends, legal or financial advisers, partners and others,
including tippees), and who trade, directly or indirectly,
on the basis of such information may be held liable under
federal securities laws.b.
    
    Determining What Information is Non-Public and
Material.There are many types of information relating to
the Company and its employees, customers, joint venture
partners and others which are non-public and should be kept
confidential. Non-public information relating to customers
should not be disclosed to third parties except with the
consent of the Company or the customers. Unless publicly
disclosed by the Company, internal estimates and projections
relating to the Company are not to be disclosed to anyone,
unless the person has a need to know the information for
legitimate, Company-related reasons and agrees in writing to
maintain such information in strict confidence.Various non-public information about the Company, both
positive and negative, can be material for purposes of this
Code. Generally, information is deemed material if there
is a substantial likelihood that a reasonable investor
would consider it important in deciding whether to
purchase, sell or refrain from activity in the Companys
stock. Such information includes, without limitation,
earnings results, sales and production results,
extraordinary events like acquisitions and major contracts
and the other examples noted below in Paragraph 3(a) of
this Subsection A.c.
    
    Methods of Preserving Confidentiality.
Consistent with the foregoing, all Employees of the Company
should be discreet with material, non-public information and
not discuss it in public places where it can be overheard,
such as elevators, restaurants, taxis and airplanes. Nor
should Employees engage in communication regarding Company
matters through e-mail or the worldwide web. Under no
circumstances should an Employee comment on Company matters
on message boards. Such information should be divulged only
to persons within the Company having a need to know the
information for legitimate, Company-related reasons and who
agree in writing to maintain such information in strict
confidence.It is recognized that it is necessary to disclose material,
non-public information to third parties, such as lenders,
attorneys, independent accountants and other outside
advisors of the Company. Such disclosure should be made in
an appropriate manner and, where applicable, pursuant to
confidentiality agreements with such recipients. Where
appropriate, written information should bear a
confidentiality legend.See discussion below in Subsection C relating to the
Companys policy regarding disclosure by it of Company
information.  3.
    
    Insider Trading.  a.
    
    Prohibition of Insider Trading.The anti-fraud
provisions of the federal securities laws generally prohibit
persons who have a duty not to disclose material, non-public
information from trading in securities of a company for which
they have such information.In addition, the anti-fraud provisions prohibit fraudulent,
manipulative or deceptive trading practices. Persons who
violate these prohibitions are subject to potential civil
damages and criminal penalties. The civil damages can
consist of disgorgement of any illicit profits and a civil
penalty of up to three times the




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profit gained or loss avoided. The criminal penalties can
be as much as $1 million and 10 years imprisonment per
violation.The Companys policy is absolute. No Employee, Officer or
Director of the Company may conduct any transaction in
Company securities while in possession of material,
non-public information regarding the Company. Information
is deemed material if there is a substantial likelihood
that a reasonable investor would consider it important in
deciding whether to buy, sell, or refrain from any activity
regarding Company securities. By way of example, the
following information, in most circumstances, may be deemed
material: annual or quarterly financial results; internal
estimates or projections; a significant change in earnings
or earnings projections; unusual gains or losses in major
operations; negotiations and agreements regarding
significant acquisitions, divestitures, or business
combinations; a significant increase or decrease in
dividends on Company securities; major management changes,
and backlog and sales information. The materiality of
particular information is subject to reassessment on a
regular basis. For example, the information may become
stale because of the passage of time, or subsequent events
may supersede it. But so long as the information remains
material and non-public, it must be maintained in strict
confidence and not used for trading purposes. If you have
any questions whether information you possess is material
or has been publicly disclosed by the Company, you should
consult the Companys Investor Relations Officer, Chief
Financial Officer or Secretary. If you have any questions
concerning disclosure for Company-related matters, please
contact the Companys Investor Relations Officer.b.
    
    Pre-Clearance Procedures. You will be notified
if you are one of certain persons who must pre-clear in
writing any and all purchase and sale transactions in Company
securities with the Companys Chief Financial Officer or
Secretary. If you are in doubt, please call the Corporate
Secretary. If you are one of such persons, you must contact
the Companys Chief Financial Officer or Secretary in advance
of the contemplated transaction by sending to the Companys
Chief Financial Officer or Secretary at the Companys
principal executive offices, a written request, outlining the
details of the proposed transaction, that such transaction be
approved. The Companys Chief Financial Officer or Secretary
shall respond in writing to the request, either clearing the
transaction or, if the request is submitted at a time when
material information about the Company is not publicly
available, simply responding that the time is not right for
the transaction, without giving the reason. The purpose of
this pre-clearance requirement is to assure that there is no
material, non-public information relating to the Company at
the time of the proposed purchase or sale transaction and, if
applicable, to avoid violations of the short-swing profit
prohibition of the 1934 Act. In order to effectively
administer the pre-clearance procedures outlined above, it is
imperative that the Companys Chief Financial Officer and
Secretary be kept well informed of material developments so
that he or she will know whether or not a proposed
transaction is sensitive.  4.
    
    Restrictions on Resale of Company Securities  a.
    
    Public Sales.  (i)
    
    General. If you are considered
as an affiliate of the Company, you and your spouse,
and any of your children who share your same household
(as well as any other family member or friend that
always relies upon you with regard to his or her
investment decisions), are prohibited from making
public sales of securities unless you register




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the shares with the SEC in accordance with the
provisions of the 1933 Act, or comply with the
provisions of Rule 144 under the 1933 Act. The
requirements that must be met in order to effect a
sale pursuant to Rule 144 are set forth below.(ii)
    
    Requirements of Rule 144. Rule
144 contains five conditions, although the
applicability of some of these conditions will depend
on the circumstances of the sale:  (A)
    
    Current Public
Information. Current information about the
Company must be publicly available at the time
of sale. The Companys periodic reports filed
with the SEC satisfy this requirement.(B)
    
    Holding Period. If
the shares to be sold by you were not acquired
through a registered offering or in the open
market (i.e. restricted securities), such
shares must be held and fully paid by you for a
period of one year prior to sale. In some
cases, such as those involving gifts and
bequests, the holding period of another person
can be tacked to your holding period for
computation purposes.(C)
    
    Volume Limitations.
The amount of securities which can be sold
during any three-month period cannot exceed the
greater of (i) one percent of the outstanding
shares of the class, or (ii) the average weekly
reported trading volume for shares of the class
during the four calendar weeks preceding the
filing of the notice of sale referred to below.(D)
    
    Manner of Sale. The
securities must be sold in unsolicited brokers
transactions or directly to a market-marker.(E)
    
    Notice of Sale. You
must file a notice of the proposed sale (Form
144) with the SEC at the time the order to sell
is placed with the broker, unless the amount to
be sold neither exceeds 500 shares nor involves
sale proceeds greater than $10,000.Any questions regarding the application of
Rule 144 to you should be directed to the
Companys Chief Financial Officer or
Secretary.  (iii)
    
    Treatment of Gifts. Bona fide
gifts are not deemed to involve sales of securities,
so they can be made at any time without limitation on
the amount of the gift. Donees who receive restricted
securities from an affiliate generally will be subject
to the same restrictions under Rule 144 that would
have applied to the donor for a period of up to one
year following the gift, depending on the
circumstances.  b.
    
    Private Sales.Affiliates of the Company also
may sell securities in a private transaction without
registration. Although there is no statutory provision or
SEC rule expressly dealing with private sales, the general
view is that such sales can safely be made by affiliates if
the party acquiring the securities understands he is
acquiring restricted securities that must be held for at
least one year before the securities will be eligible for
resale to the public under Rule 144. It is recommended,
however, that you inform the Companys Chief Financial
Officer or Secretary that you intend to make a private sale
when you contact either of




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them to pre-clear the transaction in accordance with the
procedures outlined above.  5.
    
    Restrictions on Purchases of Company Securities.In order to
prevent market manipulation, the SEC has adopted Rules 10b-6 and
10b-18 under the 1934 Act. Rule 10b-6 generally prohibits the
Company or any of its affiliated purchasers from buying Company
securities in the open market during certain periods while a public
offering is taking place. Rule 10b-18 sets forth guidelines for
purchases of Company securities by the Company or its affiliates
or affiliated purchasers while a stock buyback program is
occurring. While the guidelines are optional, compliance with them
provides immunity from a stock manipulation charge. The Companys
policy is to require adherence to Rules 10b-6 and 10b-18. Adherence
to this policy will be effectuated through the pre-clearance
procedures set forth above.6.
    
    Reporting Requirements and Disgorgement of Profits on
Short-Swing Transactions. You should be notified if you are an
employee that must comply with the Companys Section 16 Compliance
Policy. If you have any questions about whether you should comply,
please contact the Corporate Secretary.  a.
    
    Prevention of Insider Trading.Section 21A(b)
of the 1934 Act, as amended in 1989, provides the SEC with
the authority to bring a civil action against any
controlling person who knows of, or recklessly disregards,
a likely insider trading violation by a person under his or
her control and fails to take appropriate steps to prevent
the violation from occurring. A successful action by the SEC
under this provision can result in a civil fine equal to the
greater of the $1 million or three times the profit gained or
loss avoided.The Company, its officers and directors, and some of its
managerial personnel, could be deemed controlling persons
subject to potential liability under Section 21A(b).
Accordingly, it is incumbent on officers, directors and
management personnel of the Company to maintain an
awareness of possible insider trading violations by persons
under their control and to take measures where appropriate
to prevent such violations. In the event an officer,
director or manager becomes aware of the possibility of
such a violation, he or she should contact the Companys
Chief Financial Officer or Secretary immediately.  B.
    
    Foreign Corrupt Practices Act Because the Companys equity securities are registered under the 1934
Act, the Company is required to comply with the Foreign Corrupt Practices
Act (the FCPA). The FCPA contains several important requirements
applicable to the Company that do not deal directly with foreign
activities or corrupt practices, including the following:  1.
    
    The Company must make and keep books, records and accounts
which, in reasonable detail, accurately and fairly reflect the
Companys transactions and dispositions of assets. In effect, this
provision imposes a statutory requirement that the Company maintain
proper internal books and records, in addition to the Companys
obligations relating to its filed or publicly disclosed financial
statements.2.
    
    The Company must devise and maintain a system of internal
accounting controls sufficient to reasonably assure that:  a.
    
    transactions are executed in accordance with
managements authorization;




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b.
    
    transactions are recorded as necessary (i) to
permit preparation of financial statements in conformity with
generally accepted accounting principles and (ii) to maintain
accountability for assets;c.
    
    access to assets is permitted only in
accordance with managements authorization; andd.
    
    the recorded accountability for assets is
compared with the existing assets at reasonable intervals and
appropriate action is taken with respect to any differences. Two additional rules have been adopted by the SEC to supplement
the FCPA statutory provisions. The first rule prohibits any
person from directly or indirectly falsifying any book, record or
account subject to the FCPA provisions. This rule applies to any
person and is not limited to directors or officers. The second
rule prohibits directors or officers from making, directly or
indirectly, any materially false, misleading or incomplete
statement to an accountant in connection with an audit or any
filing with the SEC. In addition to the foregoing requirements of the FCPA, other
provisions of the FCPA prohibit the Company and its officers,
directors, employees, agents and stockholders acting on its behalf
from paying or giving or making an offer to pay or give anything
of value to (i) any foreign official, (ii) any foreign political
party or official thereof or any candidate for foreign political
office, or (iii) any person (while knowing or having reason to
believe that all or a portion of such payment or gift will be
offered, given or promised, directly or indirectly, to any foreign
official, to any foreign political party or official thereof or to
any candidate for foreign political office) with the purpose to
(A) influence such person to act or make a decision in such
persons official capacity or to induce such person to act or omit
to act in violation of such persons duty or (B) induce such
person to influence any act or decision of such person, government
and instrumentality in order to assist the Company in obtaining or
retaining business for or with, or directing business to any
person. The FCPA does not, however, prohibit a payment made to facilitate
or expedite the performance of routine foreign governmental
action. For example, payments made to facilitate or expedite
issuance of permits, licenses or other official documents to
qualify to do business, the processing of governmental papers, or
the loading and unloading of cargo ordinarily would not be
prohibited under the FCPA. In addition, the FCPA provides an
affirmative defense to FCPA actions for (i) payments or offers
that are lawful under the written laws of the recipients country
and (ii) payments that constitute reasonable and bona fide
expenditures such as travel and lodging expenses, incurred by or
on behalf of a foreign official, political party, party official
or candidate and that are directly related to the promotion,
demonstration or explanation of products or services or the
execution or performance of a contract with a foreign government
or agency thereof. A violation by the Company of the improper payment provisions of
the FCPA could result in the imposition of substantial fines.
Moreover, any officer, director, employee, agent, or stockholder
acting on behalf of the Company who willfully violates such
provisions would be subject to criminal and civil fines, and
possibly imprisonment. Accordingly, if any such person has any
doubt as to the propriety of a payment to be made to a foreign
official or government, he should consult with the Companys
General Counsel prior to taking any action.  C.
    
    Disclosure of Corporate Information  1.
    
    General. The Company has adopted the following
policies to address several of the key issues regarding the
disclosure obligations of the Company under the




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federal securities laws, particularly with respect to the
effect of such laws on the Companys dealings with
securities analysts, brokers, investment bankers and
members of the press. Publicly held corporations are a
tempting target for securities litigation alleging that a
press release or some other communication somehow violates
the disclosure requirements under the federal securities
laws. Given the litigious nature of our society, publicly
held corporations such as the Company cannot eliminate the
risk of such securities litigation. However, with care and
prudence, applied as described below, the Company may
reduce the likelihood that it will be a prospective target,
as well as decrease the risk of ultimate liability.With the exception of the filing of periodic reports with
the SEC, absent a duty to disclose, the Company does not,
under the federal securities laws, have an affirmative
obligation to publicly disclose even material information.
However, because the Companys securities are traded on the
New York Stock Exchange, it is required to disclose
promptly to the public any material information. More
importantly, as a prudent business practice, the Company
generally publicly reports material events promptly to
investors. Typically the dissemination of such information
is in the form of a press release.Except as provided below in this Code, employees, officers
and directors of the Company are prohibited from
communicating with securities analysts, brokers, investment
bankers, or members of the press about the Company. Any
inquiries received by you regarding the Company from such
persons should be immediately directed to the Companys
Investor Relations Officer or Chief Financial Officer.2.
    
    Procedures for Announcing Material Information
to the Public.Public disclosure by the Company of material
Company information shall only be made by, or after approval
of, the Companys Chief Executive Officer, or, in his
absence, the Companys Chief Financial Officer or Secretary.
Prior to such public disclosure, the information should be
disclosed only to an employee, officer or director who needs
to know the information for legitimate, Company-related
reasons and agrees to maintain such information in strict
confidence or to lenders, attorneys, accountants and,
regulatory authorities. Unless otherwise approved by the
Companys Chief Executive Officer, or, in his absence, the
Companys Chief Financial Officer or Secretary, the form of
such disclosure shall be a press release, which shall be
prepared at the direction of the Companys Investor Relations
Officer. The press release must be approved before
dissemination by the Companys Chief Executive Officer, or an
officer designated by him, and where appropriate, after
consultation with Companys counsel. Press releases should
be promptly and widely disseminated and all reasonable
efforts should be made to have the release published by at
least one nationally recognized wire service.Like filings made with the SEC, press releases must avoid
material misstatements and omissions. Such releases should
not contain the type of puffing that occurs in general
commercial advertising.If material errors are discovered after a release is
published, such errors should be immediately corrected by a
supplemental release.The Company may have an obligation, under certain
circumstances, to update information that it had previously
made public and that is no longer accurate and is
misleading. If the circumstances warrant, the Company will
endeavor to comply with this obligation. Unless otherwise
required by law or by New York




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Stock Exchange rules, the Company, however, will not
correct, verify or otherwise respond to rumors in the
market place, unless those rumors can be attributed to the
Company.3.
    
    Discussions with Securities Analysts.The
Company prohibits the selective disclosure of material,
non-public information to securities analysts, investment
bankers, brokers and others who may purchase or sell Company
stock (or recommend such purchase or sale) based on such
information.Only the Companys Chief Executive Officer, Chief Financial
Officer and Investor Relations Officer or Secretary, or a
designee of the Chief Executive Officer or Chief Financial
Officer, shall communicate with securities analysts and
such other persons regarding the Company. With regard to
such communications, information on prior performance,
industry trends and product market influences, to the
extent previously made public, may be freely discussed, so
long as responses are factual and sufficiently complete.
No projections, estimates or other comment on future
performance is to be provided.Notwithstanding the foregoing, if material, non-public
information is inadvertently disclosed, such information
should be immediately released to the public, following the
procedures set forth above.4.
    
    Review of Analyst Reports.The Companys
policy prohibits a review by the Company of analyst reports
prior to the release of the report to the public. If prior
review of an analyst report is, however, deemed essential for
some reason, the Companys Chief Executive Officer or Chief
Financial Officer or Secretary, and General Counsel or the
Companys outside counsel, must approve, in advance, the
review of such document.