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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: September 2005




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TABLE OF CONTENTS
 I. INTRODUCTION
    
    
    1II. CORPORATE CONDUCT
    
    
    2A. Statement of Purpose
    
    
    2B. Compliance with All Laws
    
    
    2C. Specific Applicable Laws
    
    
    21. Antitrust Laws
    
    
    22. Copyrights of Computer Software
    
    
    23. Health and Safety Regulations
    
    
    24. Equal Employment Opportunity
    
    
    25. Sexual Harassment
    
    
    36. Other Employment Laws
    
    
    37. Use of Copyrighted Information
    
    
    3D. Record Keeping
    
    
    3E. Business Courtesies/Gifts
    
    
    3F. E-mail, Internet and Voicemail
    
    
    4G. Confidential Information
    
    
    5H. Conflicts of Interest
    
    
    5I. Consultants
    
    
    6J. Drug and Alcohol Policy
    
    
    6K. Employment and Related Documents
    
    
    6L. Political Activities
    
    
    6M. Governmental Investigations and Audits
    
    
    6N. Government Contracts, and Programs
    
    
    71. General
    
    
    72. Gifts, Gratuities, Bribes and Kickbacks
    
    
    73. Safeguarding Classified Information and Materials
    
    
    74. Procurement Integrity
    
    
    75. Unallowable Costs
    
    
    8O. International Business
    
    
    8P. Corporate Funds, Property, and Opportunities
    
    
    8Q. Personal Finances
    
    
    8R. Outside Activities
    
    
    9S. Innovations, Inventions, Patents and Grants
    
    
    9T. Fair Dealing
    
    
    9U. Publications
    
    
    9III. INSIDER TRADING AND DISCLOSURE POLICY
    
    
    9A. Trading in Company Securities
    
    
    91. Brief Summary
    
    
    92. Confidentiality of Inside Information
    
    
    103. Insider Trading
    
    
    114. Restrictions on Resale of Company Securities
    
    
    125. Restrictions on Purchases of Company Securities
    
    
    136. Reporting Requirements and Disgorgement of Profits on Short-Swing Transactions
    
    
    13B. Foreign Corrupt Practices Act
    
    
    13C. Disclosure of Corporate Information
    
    
    141. General
    
    
    142. Procedures for Announcing Material Information to the Public
    
    
    143. Discussions with Securities Analysts
    
    
    154. Review of Analyst Reports
    
    
    15




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THE SHAW GROUP INC.
 CODE OF CORPORATE CONDUCT AND INSIDER
TRADING AND DISCLOSURE POLICY
 Section I. INTRODUCTION
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Section II. CORPORATE CONDUCT
 A. Statement of Purpose
  B. Compliance with All Laws
  C. Specific Applicable Laws
  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 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
   E. Business Courtesies/Gifts
  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.)
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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
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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.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.
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5.
    
    Questions concerning the existence of actual or potential conflicts of interests
should be directed to the Legal Department.
 I. Consultants
  J. Drug and Alcohol Policy
  K. Employment and Related Documents
  L. Political Activities
  M. Government Investigations and Audits
  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.
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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.
 N. Government Contracts and Programs
 1.
    
    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
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 Resources
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5.
    
    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 Business
 1.
    
    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
  Q. Personal Finances
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R. Outside Activities
    S. Innovations, Inventions, Patents and Grants
   T. Fair Dealing
  U. Publications, Books and Articles
  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.
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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
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
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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 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/Window Procedures. Even though a Director, Officer or
other key Employee may not have any material information, certain trading
restrictions are necessary to avoid the appearance of improper trade and to
protect Shaws integrity and reputation in the investment community. Therefore,
it is the Companys policy that it will permit Directors and Officers of Shaw and
certain other key Employees of the Company to trade in Shaw securities, subject
to the pre-clearance procedures set forth below, only during the period
commencing 24 hours after a quarterly or fiscal year end earnings release and
ending thirty (30) days thereafter. For example, assume that Shaw makes an
earnings release at 7:30 am on November 1, 2000 relating to its earnings for the
fourth quarter and fiscal year 2000. Provided that a director, officer or other
key employee is not otherwise in possession of material, nonpublic information or
subject to other restrictions under securities laws (see below), the Director,
Officer or key Employee may trade in Shaw securities beginning at 7:30 am on
November 2 through December 13th. During the trading window,
Directors, Officers and Key Employees 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
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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 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
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Companys Chief Financial Officer or Secretary that you intend to make a
private sale when you contact either of 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
  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;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.
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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 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
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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
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.
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