EXHIBIT 14.1















VIASYSTEMS
GROUP, INC.
  Code
of Business Conduct and Ethics
  To
the Employees, Officers and Directors of Viasystems Group, Inc.:
  One of
the hallmarks of Viasystems Group, Inc. (“Viasystems”) is our
long-standing commitment to our Core Values (defined below), which encompass the
way we treat each other, our customers, our employees and the communities in
which we work and live.
  Viasystems’
reputation and its success must be grounded in compliance with applicable laws
and regulations, but our definition of success goes well beyond compliance,
including issues of integrity and ethics, diversity and respect for
others.  As a global company, we are faced with situations that not
only require consideration of local laws and customs, but also require us to
balance decisions with our Core Values and standards.
  This Code
of Business Conduct and Ethics (this “Code”) summarizes
Viasystems’ Core Values and describes the standards of business conduct expected
of all of us at Viasystems.
  It is the
responsibility of all Viasystems’ people to maintain a work environment that
fosters fairness, respect and integrity.  Ultimately, our most
valuable asset is the Company’s outstanding reputation, and it is up to all of
us to protect it.
  Nothing
in this Code, in any company policies and procedures, or in other related
communications (verbal or written) creates or implies an employment contract or
term of employment.
  We are
committed to continuously reviewing and updating our policies and
procedures.  Therefore, this Code is subject to
modification.  This Code supersedes all other such codes, policies,
procedures, instructions, practices, rules or written or verbal representations
to the extent they are inconsistent.
  Please
sign the Certificate of Compliance at the end of this Code and return the form
to the Human Resources Department (attention:  Vice President of Human
Resources) indicating that you have read, understand, agree to comply with and
are in compliance with this Code.  The signed Certificate of
Compliance will be located in your personnel file.  Each year, as part
of the annual review process, you will be asked to sign a Certificate of
Compliance indicating your continued understanding of and compliance with this
Code.  In addition, periodically, you may be asked to participate in
seminars, training meetings and similar activities related to reinforcing your
understanding of this Code and its applicability to Viasystems’
business.
  
 David M.
Sindelar
 Chief
Executive Officer
   
  
 1.
              Core
      Values
  Fundamental
to the Company’s success are the “Core Values” we
believe in and practice:
  Ø
              People
      are the source of our success.  We treat one another with
      respect, promote teamwork, and encourage personal freedom and
      growth.  Leadership and excellence in performance are sought and
      rewarded.
  Ø
              Customers
      are the reason we exist.  They receive our strongest commitment
      to meet their needs.
  Ø
              Our
      products and services reflect dedication to quality, innovation and
      value.
  Ø
              Our
      conduct demonstrates integrity and commitment to ethics, safety,
      health and the environment.
  2.
              Your
      Obligations
  This Code
is designed to promote honest,
ethical and lawful conduct by all employees, officers and directors of
Viasystems and all subsidiaries and entities controlled by it (collectively,
the “Company”).  This
Code is intended to help you understand the Company’s standards of ethical
business practices and to stimulate awareness of ethical and legal issues that
you may encounter in carrying out your responsibilities to the
Company.  In addition, independent contractors, consultants, agents
and sales representatives who represent the Company are expected to apply the
same high standards while working on Company business.  The Company
expects you to learn and comply with all Company policies and laws applicable to
your job responsibilities and to adhere to the principles outlined in this
Code.
  The
      actions of every employee, officer and director affect the reputation and integrity
      of the Company.  Therefore, it is essential that you take the
      time to review this Code and develop a working knowledge of its
      provisions.  You are required to complete a Certificate of
      Compliance attesting to compliance with this Code upon becoming an
      employee, officer or director and, thereafter, on an annual
      basis.
  At all
times, you are expected
to:
  Ø
              Avoid conflicts between
      personal and professional interests where
  possible;
  Ø
              Disclose any conflict to
      a supervisor or the Company’s Legal Department and otherwise pursue the ethical handling of
      conflicts (whether actual or apparent) when conflicts or the
      appearance of conflicts are
unavoidable;
  Ø
              Provide accurate and complete
      information in the course of fulfilling your obligations and
      communicate information in a timely
manner;
  Ø
              Provide full, fair, accurate,
      timely, and understandable disclosure in the periodic reports
      required to be filed by the Company with regulators and in other public
      communications made by the Company;
  Ø
              Comply with all applicable
      laws, regulations and Company
policies;
  Ø
              Seek guidance where
      necessary from a responsible
supervisor;
  Ø
              Promptly report any
      violations of this Code to the Legal Department;
  and
  Ø
              Be
      accountable
      personally for adherence to this
Code.
  
  WHO
      DO I CONTACT
                FOR
      GUIDANCE OR TO REPORT CONCERNS?If
      you believe a situation may involve or lead to a violation of this Code,
      you have an affirmative duty to seek guidance and report such
      concerns.
                ·Seek guidance from a
      responsible supervisor (for example, your immediate supervisor, a
      department head or location manager) or other appropriate internal
      authority (for example, your local Human Resources representative or
      compliance officer).
                
                ·Disclose concerns or
      violations of this Code to the Legal Department.
                
                ·Report audit and accounting
      concerns to the Helpline or the Audit Committee.HELPLINE:314-746-2205Legal
      DepartmentLegal
      Department
                Viasystems
      Group, Inc.
                101
      South Hanley Road, Suite 400
                St.
      Louis, Missouri 63105
                314-746-2205
                dan.weber@viasystems.comAudit
      Committee:Audit
      Committee
                Viasystems
      Group, Inc.
                101
      South Hanley Road, Suite 400
                St.
      Louis, Missouri 63105
 
 It
      is the Company’s policy to encourage the communication of bona fide
      concerns relating to the lawful and ethical conduct of business, and audit
      and accounting procedures or related matters.  It is also the
      policy of the Company to protect those who communicate bona fide concerns
      from any retaliation for such reporting.
                Confidential
      and anonymous mechanisms for reporting concerns are available and are
      described in this Code, including the Helpline.  However,
      anonymous reporting does not serve to satisfy a duty to disclose your own
      potential involvement in a conflict of interest or in unethical or illegal
      conduct.
  This Code
is part of a broader set of Company policies and compliance procedures described
in greater detail in the Company’s employee manuals and distributed
memoranda.  This Code is not intended to supersede or materially alter
specific Company policies and procedures already in place and applicable to
particular employees as set forth in the Company’s employee manuals and
distributed memoranda, and communicated to Company employees.
  Note that
the Chief Executive Officer, Chief Financial Officer and other senior officers
are also subject to the “Supplemental Code of Ethics for the CEO and Senior
Officers.”
  No
      Company policy can provide definitive answers to all
      questions.  It is difficult to anticipate every decision or
      action that you may face or consider.  Whenever there is doubt about
      the right ethical or legal choice to make, or questions regarding any of
      the standards discussed or policies referenced in this Code, you should
      fully disclose the circumstances, seek guidance about the right thing to
      do, and keep asking until guidance is obtained.  The
      earlier a potential problem is detected and corrected, the better off the
      Company will be in protecting against harm to the Company’s business and
      reputation.
 
 Those
      who violate the standards in this Code will be subject to disciplinary
      action.  Failure to follow this Code, as well as to comply with
      federal, state, local and any applicable foreign laws, and the Company’s
      corporate policies and procedures may result in termination of employment
      or termination of board service.
  
  3.
              Compliance
      with Laws, Rules & Regulations
  The
Company requires you to comply with all applicable laws, rules and regulations
in countries where the Company does business.  Violation of domestic
or foreign laws and regulations may subject you, as well as the Company, to
civil and/or criminal penalties.  To assure compliance with applicable
laws and regulations, the Company has established various policies and
procedures, including those relating to: insider trading and communications with
the public, related person transactions, whistleblowing, and corporate
governance guidelines and principles.  You have an obligation to
comply with these policies and procedures and to promptly alert a responsible
supervisor, the Legal Department or other appropriate internal authority of any
deviation from them.
  Legal
compliance is not always intuitive.  To comply with the law, you must
learn enough about the national, state and local laws that affect your work at
the Company to spot potential issues and to obtain proper guidance on the right
way to proceed.  When there is any doubt as to the lawfulness of any
proposed activity, you should seek advice from the Company’s Legal
Department.
  Certain
legal obligations and policies that are particularly important to our business
and reputation are summarized below.  Further information on any of
these matters may be obtained from the Company’s Legal Department.
  4.
              Conflicts
      of Interest
  The
Company expects you to exercise good judgment and the highest ethical standards
in your activities on behalf of the Company as well as in your private
activities outside the Company.  Particular care should be taken to
ensure that no detriment to the interests of the Company (or appearance of such
detriment) may result from a conflict between those interests and any personal
or business interests which you may have.  In particular, you have an
obligation to avoid any activity, agreement, business investment or interest or
other situation that might in fact or in appearance cause you to place your own
interests, or those of another, above your obligation to the
Company.  Care should be taken about the appearance of a conflict
since such appearance might impair confidence in, or the reputation of, the
Company even if there is no actual conflict and no wrongdoing.
  While it
is not possible to describe or anticipate all the circumstances that might
involve a conflict of interest, a conflict of interest may arise whenever you
take action or have interests that may make it difficult to perform your work
objectively or effectively or when you (or an “immediate family member,” as
defined below) receive improper personal benefits as a result of your position
or relationship with respect to the Company.  Conflicts may, depending
on the circumstances, arise where you (or your immediate family member or an
entity with which you are closely affiliated):
  Ø
              Solicit
      or accept from customers, suppliers or others dealing with the Company any
      kind of gift or other personal, unearned benefits as a result of your
      position or relationship with respect to the Company including payment or
      reimbursement of travel and meal expenses (other than non-monetary items
      of nominal intrinsic value);
  Ø
              Have
      a financial interest in the Company’s competitors, customers, suppliers or
      others dealing with the Company (excluding interests that are 3% or less
      of the outstanding securities of a publicly-traded corporation or
      equivalent percentage of ownership interests in an unincorporated
      business);
  Ø
              Have
      a consulting, managerial or employment relationship with a competitor,
      customer, supplier or others dealing with the
  Company;
  Ø
              Acquire
      real property, leaseholds, patents or other property or rights in which
      the Company has, or you know or have reason to believe at the time of
      acquisition that the Company is likely to have, an interest related to the
      business of the Company; or
  Ø
              Have
      a material interest in a transaction involving indebtedness or a guarantee
      of indebtedness (excluding amounts due for purchases of goods and services
      subject to usual trade terms, for ordinary business travel and expense
      payments and for other transactions in the ordinary course of
      business).
  An
“immediate family member” includes your spouse, parents, stepparents, children,
stepchildren, siblings, mothers- and fathers-in-law, sons- and daughters-in-law,
brothers- and sisters-in-law, and any person (other than a tenant or employee)
sharing your household.
  In all
instances where the appearance of a conflict exists, you must disclose the
nature of the conflict to a responsible supervisor, the Legal Department or
other appropriate internal authority.  Where there is a real or
perceived conflict of interest involving a director of the Company, the matter
should be referred to the Chairman of the Board of Directors.  Company
policy prohibits conflicts of interest, except as approved by:
  Ø
              The
      Audit Committee, with respect to conflicts of interest related to
      directors, director nominees, executive officers, security holders who own
      of record or beneficially more than five percent of any class of the
      Company’s voting securities and any immediate family member of any of the
      foregoing persons; or
  Ø
              Senior
      management, with respect to conflicts of interest related to all other
      persons.
  Conflict
of interest transactions may also be subject to the Company’s Related Person
Transaction Policy.  The Related Person Transaction Policy applies to,
among others, the Company’s executive officers, directors and director nominees,
and any immediate family members of the foregoing
persons.  Transactions that are subject to such a policy are required
to be reported, reviewed and where appropriate approved or ratified in
accordance with that policy.
  
  3.1
              Gifts
      and Gratuities
  You and
your immediate family members are prohibited from requesting, accepting or
offering any form of under-the-table payment, kickback, bribe, rebate, barter or
other improper payment or gratuity in connection with any corporate expenditure
or sale of goods or services.  If approached with such an offer, you
should contact a responsible supervisor, the Legal Department or other
appropriate internal authority immediately.
  3.2
              Loans
      and Guarantees
  You and
your immediate family members must not accept loans or guarantees of obligations
(except from banks or other entities that provide such services in the normal
course and at arms’ length) from any individual, organization or entity doing or
seeking to do business with the Company.  You should report any offer
of such a loan to a responsible supervisor, the Legal Department or other
appropriate internal authority.
  3.3
              Outside
      Employment
  The
Company’s employees and officers are expected to devote their full time and
attention to the Company’s business during regular working hours and for
whatever additional time may be required.  Outside business activities
can easily create conflicts of interest or diminish productivity and
effectiveness.  For these reasons, employees and officers should avoid
outside business activities that divert their time and talents from the
Company’s business.  Though the Company encourages professional
activities and community involvement, special care must be taken not to
compromise duties owed to the Company.  Employees and officers are
expected to disclose the nature of any non-Company activity for which
compensation is received.
  3.4
              Memberships
      on Boards and Committees
  You must
obtain approval from the Company’s Legal Department or the Board of Directors of
the Company (the “Board”) before
agreeing to serve on the board of directors or similar body of a for-profit
enterprise or government agency.
  Serving
on boards of not-for-profit or community organizations does not require prior
approval.  However, if service with a not-for-profit or community
organization creates a situation that poses a conflict of interest with the
Company (for example, the organization solicits charitable contributions from
the Company or purchases significant services from the Company), you should
contact the Company’s Legal Department for approval to continue such
service.
  
  3.5
              Political
      and Other Outside Activities
  In
addition, prior to seeking any election or appointment to public office, you
must notify your supervisor, the Legal Department or the Board to clarify the
Company’s position in the event the candidacy is successful or the appointment
is made.  Written approval must be obtained.  (See the section entitled
Political Contributions and Activities).
  Subject
to the limitations imposed by this Code, each employee and officer is free to
engage in outside activities that do not interfere with the performance of his
or her responsibilities or otherwise conflict with the Company’s
interests.  Where activities may be of a controversial or sensitive
nature, employees and officers are expected to seek the guidance of a
responsible supervisor, the Legal Department or other appropriate internal
authority before engaging in such activities.  You must not use your
Company position or title or any Company equipment, supplies or facilities in
connection with outside activities, nor may you do anything that might infer
sponsorship or support by the Company of such activity, unless such use has been
approved in writing by a responsible supervisor, the Legal Department or other
appropriate internal authority.
  Employees
and officers should not solicit contributions or other support from fellow
employees, or distribute non-work-related material to fellow employees, during
working hours or in areas where work is being performed.
  4.
              Protection
      and Proper Use of Company Assets
  You have
a personal responsibility to protect the assets of the Company from misuse or
misappropriation.  The assets of the Company include tangible assets,
such as products, equipment and facilities, as well as intangible assets, such
as corporate opportunities, intellectual property, trade secrets and business
information (including any non-public information learned as an employee,
officer or director of the Company).
  4.1
              Theft/Misuse
      of Company Assets
  The
Company’s assets may only be used for business purposes and such other purposes
as are approved by the Company.  You must not take, make use of, or
knowingly misappropriate the assets of the Company, for personal use, for use by
another, or for an improper or illegal purpose.  You are not permitted
to remove, dispose of, or destroy anything of value belonging to the Company
without the Company’s express prior written consent, including both physical
items and electronic information.
  4.2
              Corporate
      Opportunities
  You must
not, for personal or any other person’s or entity’s gain, deprive the Company of
any business opportunity which could be construed as related to any existing or
reasonably anticipated future activity of the Company.  If you learn
of any such opportunity through your association with the Company, you may not
disclose it to a third party or invest in the opportunity without first offering
it to the Company.  Nor should you use Company property, information
or position for personal gain.
  You must
not participate in an initial public offering or otherwise accept special
investment opportunities from a supplier, vendor (including banks or financial
advisers), or customer with whom the Company is doing business or that is
seeking to sell products or services to the Company without first disclosing the
opportunity to the Company’s Legal Department.
  
  4.3
              Confidential
      Information/Privacy
  If you
are entrusted with information of a confidential or proprietary nature (about
the Company, its suppliers, customers or other constituents), you must not
disclose that information outside the Company, either during or after service
with the Company, except with written authorization of the Company or as may be
otherwise required by law.  You may not use confidential information
for your own personal benefit or the benefit of persons or entities outside the
Company.
  Confidential
information includes all non-public information learned as an employee, officer
or director of the Company.  It includes, but is not limited
to:
  Ø
              Non-public
      information that might be (i) of use to competitors, suppliers, vendors,
      joint venture partners or others, (ii) of interest to the press, or (iii)
      harmful to the Company or its customers, if
  disclosed;
  Ø
              Non-public
      information about the Company’s financial condition, prospects or plans,
      its marketing and sales programs and research and development information,
      as well as information relating to mergers and acquisitions, stock splits
      and divestitures;
  Ø
              Non-public
      information concerning possible transactions with other companies or
      information about the Company’s customers, suppliers or joint venture
      partners, which the Company is under an obligation to maintain as
      confidential;
  Ø
              Non-public
      information about discussions and deliberations, relating to business
      issues and decisions, between and among employees, officers and directors;
      and
  Ø
              Non-public
      information about fellow employees or any other individuals about whom the
      Company may hold information from time to
time.
  In
addition, most countries have data privacy laws regulating the collection and
use of personal data, which is any information that directly or indirectly
identifies a natural person, although the types of data covered, the nature of
the protection and local enforcement mechanisms vary.  Examples of
personal data include personal, employment, medical, financial and education and
training information.  All employees are responsible for ensuring
compliance with the data privacy requirements under the laws, rules and
regulations of the applicable countries.
  See the Policy on Insider
Trading and Communications with the Public and the section on Insider Trading
and Fair Disclosure.
  4.4
              Network
      Use, Integrity & Security
  The
Company reserves the right to monitor or review any and all data and information
contained on any employee’s or officer’s computer or other electronic device
issued by the Company.  In addition, the Company reserves the right to
monitor or review an employee’s or officer’s use of the Internet, Company
Intranet and Company e-mail or any other electronic communications without prior
notice.
  Access to
Company systems will be revoked and disciplinary action may be taken in the
event that such systems are used to commit illegal acts, or to violate the
nondiscrimination, harassment, pornography, solicitation or proprietary
information terms of this Code, or any other terms of this Code.
  In order
to maintain systems integrity and protect the Company network, no employee or
officer should divulge any passwords used to access any Company computer or
database.  Any suspected breach of the Company’s network security
systems should be reported to a responsible supervisor or appropriate internal
authority immediately.
  All
employees and officers should refrain from using or distributing software that
may damage or disrupt the Company’s work environment by transmitting a virus or
conflicting with Company systems.
  No
employee or officer should engage in the unauthorized use, copying, distribution
or alteration of computer software whether obtained from outside sources or
developed internally.  All software, including “shareware,” contains
terms of use that must be adhered to.
  
 5.
              Trade
      Practices
  5.1
              Fair
      Dealing
  You
should deal fairly with the Company’s suppliers, customers, competitors and
employees.  You must not take unfair advantage through manipulation,
concealment, abuse of privileged information, misrepresentation of material
facts, or any other unfair-dealing practice.  We respect the
confidentiality and privacy of our suppliers and
customers.  Information about the Company’s suppliers, customers,
competitors and employees must be used in an ethical manner and in compliance
with the law.  Under no circumstance should information be obtained
through theft, illegal entry, blackmail, or electronic eavesdropping, or through
misrepresenting affiliation with the Company or identity.  Any
confidential or proprietary information should not be used if it is suspected
that such information has been obtained improperly.
  Similarly,
you must respect and protect any confidential or proprietary information shared
with the Company unless disclosure is necessary to comply with statutory
requirements, subpoenas, court orders or other lawful process or properly
authorized government investigations.  This information should not be
released without proper authorization and should be used for legitimate business
purposes only.  Employees and officers should not divulge any
confidential or proprietary information about their former employers, nor shall
any employee, officer or director ever ask them to.
  Customers
and potential customers are entitled to receive accurate information regarding
prices, capabilities, terms and scheduling.  The Company strives to
produce advertisements that are fair, accurate and lawful.  False or
misleading statements to sell or market Company products or services are to be
strictly avoided.  Immediate efforts should be made to correct any
misunderstanding that may exist with a customer or potential
customer.
  5.2
              Antitrust
      Compliance
  Vigorous
competition – free from collusion and unreasonable restraints – is the best
mechanism for ensuring the production of high quality, well-priced and
innovative products and services.  Moreover, failure to comply with
applicable antitrust and other trade regulation laws in every jurisdiction in
which the Company does business could result in serious consequences both for
the Company and the offending individuals – including significant civil and
criminal penalties, and damage to the Company’s
reputation.  Therefore, it is the Company’s policy to compete solely
on the basis of its superior and innovative products and services, through your
collective efforts and contributions, and to avoid improper actions that
unreasonably restrain trade.  You are expected to support Company
efforts to compete vigorously in the marketplace in compliance with both the
letter and the spirit of all applicable federal, state and foreign antitrust
laws.
  Antitrust
and trade regulation issues are very complex.  Determining what
actions unreasonably restrain trade or are otherwise improper will depend on the
structure of the market and a number of other factors.  Whenever any doubt exists as to the
legality of any communication, action, arrangement or transaction, please
contact the Legal Department immediately.
  To avoid
even the perception of unlawful conduct, employees should avoid:
  ·
              Discussing
      with a competitor:  prices, costs, production, products and
      services, bidding practices, other non-public business matters,
      territories, distribution channels or customers;
  and
  ·
              Restricting
      the right of a customer to sell or lease a product or service at or above
      any price.
  In
addition, the following practices should not be engaged in without advanced
written approval by the Legal Department:
  ·
              Conditioning
      the sale or lease of a product or service on the sale or lease of another
      product or service (“tying”);
  ·
              Conditioning
      the purchase, sale or lease of a product or service on a reciprocal
      agreement with a customer or
supplier;
  ·
              Entering
      into an exclusive dealing arrangement with a customer (including a lessee)
      or supplier;
  ·
              Limiting
      a customer (including a lessee) as to the territories in which, or the
      customers to whom, a product or service can be resold or leased;
      and
  ·
              Discriminating
      in the prices or allowances offered to competing customers (including
      lessees).
  
 
 If your
position involves setting prices or other terms or conditions of sale,
marketing, purchasing, participating in trade associations or standards-setting
groups, or working on acquisitions, divestures, joint ventures or licensing, you
have a heightened obligation to be familiar with antitrust and trade practices
compliance.
  5.3
              Bribery
      and Other Corrupt Practices
  The
Company strictly prohibits giving or promising, directly or indirectly, anything
of value to any employee or official of a government (including state-owned
companies) or a political party, candidate for office, or to any person
performing public duties or state functions in order to obtain or retain
business or to secure an improper advantage with respect to any aspect of the
Company’s business.
  As a U.S.
entity, the Company is subject to the Foreign Corrupt Practices Act, which makes
it illegal for the Company, its subsidiaries and persons working for or on
behalf of the Company to offer, pay, give, promise or authorize the payment of
any money or of anything of value, directly or indirectly, to any foreign
government official or employee, foreign political party or candidate for
foreign political office for the purpose of obtaining or retaining business or
to secure an improper advantage, and comparable laws in other
countries.  Under the Foreign Corrupt Practices Act, improper payments
are defined expansively to include payments, both direct and indirect (for
example through agents or contactors); gifts; entertainment; and certain travel
expenses.  Although written local law may permit gift-giving or the
payment of entertainment expenses, the Company’s Legal Department must approve
in advance any such payments.  While the anti-bribery laws permit in
narrow circumstances small “facilitation” payments to expedite the routine
performance of legitimate duties, this area is not always clear, and the
situation must be discussed with the Company’s Legal Department prior to any
action being taken.  The Company prohibits such payments unless the
prior approval of the Company’s Legal Department has been obtained.
  Any
      question as to whether a gift or payment would be considered improper
      under the Company’s guidelines or national or foreign laws must be
      discussed with the Company’s Legal Department.Under
      no circumstance is it acceptable for you to offer, give, solicit or
      receive any form of bribe, kickback, payoff, or
  inducement.
  You may
not use agents, consultants, independent contractors or other representatives to
do indirectly what you could not do directly under this Code or applicable law,
rules and regulations.
  In
retaining agents, consultants, independent contractors or other representatives,
adequate background checks and verification of business credentials is
required.  Some “red flags” to look out for include:
  Ø
              Third
      parties with family or other relationships that could influence the
      decision;
  Ø
              Independent
      contractors or consultants with a reputation for
  bribes;
  Ø
              A
      history of corruption in the country where the third party is being
      hired;
  Ø
              Unusually
      high commission requests;
  Ø
              A
      sales representative or agent who approaches you near the award of a
      contract and indicates a “special arrangement” with an official;
      or
  Ø
              A
      customer who suggests that a Company bid be made through a specific agent
      or representative.
  Any
question as to this Code must be referred to the Company’s Legal Department
prior to taking any action that might conflict with this Code.
  5.4
              International
      Business Dealings
  Specific
laws and regulations apply to participation in international
business.  Employees and officers involved in business transactions
must be fully familiar with, and strictly adhere to, all applicable foreign and
domestic laws and regulations.  These employees and officers must, at
a minimum, be familiar with and comply with all applicable laws controlling
exports or regulating with whom the Company and its employees may do
business.  These laws include export control and licensing laws,
economic sanctions, anti-boycott laws, and various laws regulating the
transnational movement of technology, goods and services.  Questions
regarding whether particular international transactions are permissible and
compliance with applicable laws and this policy must be directed to the
Company’s Legal Department.
  
  6.
              Insider
      Trading and Fair Disclosure
  The
following is a summary of the Company’s Policy on Insider Trading and
Communications with the Public.
  No
employee, officer or director (nor any spouse or domestic partner, minor child,
or person sharing the household (other than a tenant or employee)) may (1) trade
in securities while aware of material non-public information (also called
“inside information”) or (2) disclose material inside information to third
parties (“tipping”).  Material inside information is any information
that has not been disclosed broadly to the marketplace and, if made public,
would be likely to be considered important by investors deciding whether to
trade the Company’s shares or other listed securities (e.g., earnings estimates,
significant business investments, mergers, acquisitions, dispositions and other
developments, expansion or curtailment of operations, and other activity of
significance including matters which affect the market in which the Company
operates).  Trading in securities of the Company or any other company
while aware of material inside information relating to that company, or tipping
others to trade, is both unethical and illegal.
  Accordingly,
you (and any of your family members (spouse or domestic partner, minor child,
person sharing the household (other than a tenant or employee)), business
associates or controlled investment vehicles) must not:  (a) trade
securities of the Company or any other company while aware of material inside
information with respect to that company; (b) communicate to anyone outside
the Company material inside information of any company of which you are aware
(this includes formal or informal advice given to family, household members and
friends); or (c) disclose material inside information to anyone, other than
those persons who need to know such information in order for the Company to
properly and effectively carry out its business (e.g., to lawyers, advisers
and other Company employees working on the matter).  Every employee,
officer or director of the Company (and any immediate family member) who has
access to inside information on a regular basis, or has power to make strategic
managerial decisions, must comply with the Company’s policies and may not trade
in the Company’s securities, or tip others with respect to such information,
unless they have the prior approval in writing of the Legal
Department.
  Of
course, where material inside information is permitted to be disclosed, the
recipient should be advised of its non-public nature and the limitations on its
use.  Any questions as to whether information is material or
non-public should be directed to the Company’s Legal Department.  For
additional information with respect to communications with the public and
authorized spokespersons, see the Company’s Policy on Insider Trading and
Communications with the Public, available by contacting the Legal
Department.
  7.
              Inquiries
      from the Media and Public
  The
Company is committed to providing full, fair and accurate disclosure in all
public communications and in compliance with all applicable law, regulations and
rules.  Consistent with this commitment and the Company’s policy
relating to insider trading and Regulation FD, employees are not authorized to
answer questions from the media, analysts, investors or any other members of the
public.  If you should receive such an inquiry, you must record the
name of the person and immediately notify the Investor Relations
Department.
  8.
              Maintaining
      a Safe, Healthy and Affirmative
Workplace
  The
Company is an equal opportunity employer and bases its recruitment, employment,
development and promotion decisions solely on a person’s ability and potential
in relation to the needs of the job, and complies with local, state and federal
employment laws.  The Company makes reasonable job-related
accommodations for any qualified employee or officer with a disability when
notified by the employee that he/she needs an accommodation.
  The
Company is committed to a workplace that is free from sexual, racial, or other
unlawful harassment, and from threats or acts of violence or physical
intimidation.  Abusive, harassing or other offensive conduct is
unacceptable, whether verbal, physical or visual.  If you believe that
you have been harassed or threatened with or subjected to physical violence in
or related to the workplace, you should report the incident to an appropriate
supervisor or Human Resources or Legal Department, who will arrange for it to be
investigated.  All efforts will be made to handle the investigation
confidentially.
  The
Company will not tolerate the possession, use or distribution of pornographic,
racist, sexist or otherwise offensive materials on Company property, or the use
of Company personal computers or other equipment to obtain or view such
materials.  All employees and officers must promptly contact an
appropriate supervisor or Human Resources or Legal Department about the
existence of offensive materials, especially child pornography, on the Company’s
systems or premises so that appropriate action may be taken, including notifying
the proper authorities if necessary.
  The
Company is committed to providing a drug-free work environment.  The
illegal possession, distribution, or use of any controlled substances on Company
premises or at Company functions is strictly prohibited.  Similarly,
reporting to work under the influence of any illegal drug or alcohol and the
abuse of alcohol or medications in the workplace is not in the Company’s best
interest and violates this Code.
  All
accidents, injuries, or concerns about unsafe equipment, practices, conditions
or other potential hazards should be immediately reported to an appropriate
supervisor.
  
  9.
              Political
      Contributions and Activities
  In the
United States, federal and many state laws prohibit corporations from making
political contributions.  No direct or indirect political contribution
(including the use of Company property, equipment, funds or other assets) of any
kind may be made in the name of the Company, or by using Company funds, unless
the Company’s Chief Legal Counsel or his designee has certified in writing that
such political contribution complies with applicable law.  If such
certification is obtained, such contributions shall be by Company check to the
order of the political candidate or party involved, or by such other means as
will readily enable the Company to verify, at any given time, the amount and
origin of the contribution.
  10.
              Subpoenas
      and Government Investigations
  As a
general matter, it is the Company’s policy to cooperate in any government
investigations and inquiries.  All subpoenas, information document
requests, or other inquiries should be referred immediately to the Company’s
Legal Department.
  11.
              Accounting
      Practices, Books & Records and Record
  Retention
  Honest
      and accurate recording and reporting of information is critical to our
      ability to make responsible business decisions and foster investor
      trust.  You have a strict obligation to provide accurate
      information in the records of the
Company.
  You are
expected to support the Company’s efforts in fully and fairly disclosing the
financial condition of the Company in compliance with applicable accounting
principles, laws, rules and regulations and making full, fair, accurate timely
and understandable disclosure in our periodic reports filed with the Securities
and Exchange Commission and in other communications to securities analysts,
rating agencies and investors.  The Company’s accounting records are
relied upon to produce reports for the Company’s management, rating agencies,
investors, creditors, governmental agencies and others.  Our financial
statements and the books and records on which they are based must accurately
reflect all corporate transactions and conform to all legal and accounting
requirements and our system of internal controls.
  All employees, officers and
      directors – and,
      in particular, the chief executive officer, the chief financial officer,
      the comptroller and the principal accounting officer – have a responsibility to ensure
      that the Company’s accounting records do not contain any false or
      misleading entries.
  We do not
tolerate any misclassification of transactions as to accounts, departments or
accounting periods and, in particular:
  Ø
              All
      accounting records, as well as reports produced from those records, are to
      be kept and presented in accordance with the laws of each applicable
      jurisdiction;
  Ø
              All
      records are to fairly and accurately reflect the transactions or
      occurrences to which they relate;
  Ø
              All
      records are to fairly and accurately reflect in reasonable detail the
      Company’s assets, liabilities, revenues and
  expenses;
  Ø
              No
      accounting records are to contain any false or misleading
      entries;
  Ø
              No
      transactions are to be misclassified as to accounts, departments or
      accounting periods;
  Ø
              All
      transactions are to be supported by accurate documentation in reasonable
      detail and recorded in the proper account and in the proper accounting
      period;
  Ø
              All
      accounting records are to comply with generally accepted accounting
      principles; and
  Ø
              The
      Company’s system of internal accounting controls, including compensation
      controls, is required to be followed at all
  times.
  
 
 Any
effort to mislead or coerce the independent auditors or a member of internal
audit staff concerning issues related to audit, accounting or financial
disclosure has serious legal consequences for the perpetrator, including
criminal sanctions, and for the Company, and is strictly
prohibited.
  Laws and
regulations require the Company’s records, including its financial,
environmental, health and safety, human resources, research and development,
analytical, engineering and intellectual property records, to accurately reflect
the events they represent.  Always record data in a timely and
accurate manner.  This protects the Company’s resources and meets the
expectations of the people who rely on the accuracy of the Company’s records to
perform their jobs.  Falsifying business records is a serious offense,
which may result in criminal prosecution, civil action and/or disciplinary
action up to and including termination of employment.  If you are
authorized to make expenditures or enter into transactions on behalf of the
Company, you must ensure that the applicable records comply with the Company’s
accounting and purchasing policies and that all transactions are recorded
properly.
  Consistent
with the reporting and recordkeeping commitments discussed above, you should
accurately and truthfully complete all records used to determine compensation or
expense reimbursement.  This includes, among other items, reporting of
hours worked (including overtime), reimbursable expenses (including travel and
meals), and sales activity.
  Compliance
with the Company’s Records Retention Policy and Procedures is
mandatory.  Destroying or altering a document with the intent to
impair the document’s integrity or availability for use in any potential
official proceeding is a crime.  Destruction of corporate records may
only take place in compliance with the Company’s Records Retention Policy and
Procedures.  Documents relevant to any pending, threatened, or
anticipated litigation, investigation, or audit shall not be destroyed for any
reason.  If you believe that Company records are being improperly
altered or destroyed, you should report it to a responsible supervisor, the
appropriate internal authority or the Legal Department.
  12.
              Raising
      Questions and Concerns
  Each employee, officer and
      director is responsible for promptly reporting to the Company any
      circumstances that such person believes in good faith may constitute a
      violation of this Code, or any other Company policy, or applicable law,
      regulations and rules.  If you are in a situation that
      you believe may involve or lead to a violation of this Code, you have an
      affirmative duty to disclose to, and seek guidance from a responsible
      supervisor, the Company’s Legal Department or other appropriate internal
      authority.  See
      “Who
      Do I Contact for Guidance or to Report Concerns?”
      above.You are strongly encouraged to
      report any complaint regarding accounting, internal accounting controls or
      auditing matters (including confidential and anonymous complaints) to the
      Company’s Helpline on 314-746-2205 or by letter to the Audit Committee –see “Who Do
      I Contact for Guidance or to Report Concerns?”
    above.
  The
Helpline is a special line available 24 hours a day, 365 days a
year.  It is intended to operate in addition to other resources
available to you to voice complaints or concerns, such as supervisors, managers
and Human Resources staff.
  It is the Company’s policy to
encourage the communication of bona fide concerns relating to the lawful and
ethical conduct of business, and audit and accounting procedures or related
matters.  It is also the policy of the Company to protect those who
communicate bona fide concerns from any retaliation for such
reporting.No retribution against any individual who reports
violations of this Code in good faith will be permitted.  Confidential
and anonymous mechanisms for reporting concerns are available and are described
in this Code.  However, anonymous reporting does not serve to satisfy
a duty to disclose your potential involvement in a conflict of interest or in
unethical or illegal conduct.  Every effort will be made to
investigate confidential and anonymous reports within the confines of the limits
on information or disclosure such reports entail.  While
self-reporting a violation will not excuse the violation itself, the extent and
promptness of such reporting will be considered in determining any appropriate
sanction, including dismissal.  The Company will investigate any
matter which is reported and will take any appropriate corrective
action.
  13.
              Violations
      of this Code
  Allegations
of Code violations will be reviewed and investigated by the Company’s Legal
Department, or, in appropriate circumstances by the Company’s Audit
Committee.  Violations of this Code may result in, among other
actions, suspension of work duties, diminution of responsibilities or demotion,
and termination of employment.
  Those
who violate the standards in this Code will be subject to disciplinary
action.  Failure to follow this Code, or to comply with federal,
state, local and any applicable foreign laws, and the Company’s corporate
policies and procedures may result in termination of employment or termination
of board service.
   
   CERTIFICATE
OF COMPLIANCE
   
  I
_____________________________________________ hereby certify that I have
read,(Print name)
  understand
and am in compliance with the terms of the foregoing “Code of Business Conduct
and Ethics.”
  
  Date:                       __________________________________
  Signature:                        __________________________________
 
  Title:                       __________________________________
   
  If
      you have any questions, please contact the Legal
    Department:Legal
      Department
                Viasystems
      Group, Inc.
                101
      South Hanley Road, Suite 400
                St.
      Louis, Missouri 63105
                314-746-2205
                dan.weber@viasystems.com