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 **•** observe both the form and spirit of laws and governmental rules andregulations, accounting standards and Company policies; and  **•** adhere to a high standard of businessethics.**II. Conflicts of Interest**     A “conflict of interest” occurs when an individual’s private interest interferes or appears tointerfere with the interests of the Company. A conflict of interest can arise when a director,officer or employee takes actions or has interests that may make it difficult to perform his or herCompany work objectively and effectively. For example, a conflict of interest would arise if adirector, officer or employee, or a member or his or her family, receives improper personalbenefits as a result of his or her position in the Company. Any material transaction orrelationship that could reasonably be expected to give rise to a conflict of interest should bediscussed with the Company’s Chief Financial Officer, or, if he is not available, the Director ofHuman Resources.     Service to the Company should never be subordinated to personal gain and advantage. Conflictsof interest should, wherever possible, be avoided.     In particular, clear conflict of interest situations involving directors, executive officersand other employees who occupy supervisory positions or who have discretionary authority in dealingwith any third party specified below may include the following: **•** any significantownership interest in any supplier or customer;  **•** any consulting or employment relationship with any customer, client, supplieror competitor;  **•** any outside business activity that detracts from an individual’s ability todevote appropriate time and attention to his or her responsibilitieswith the Company;  **•** the receipt of non-nominal gifts or excessive entertainment from any companywith which the Company has current or prospective businessdealings;  **•** being in the position of supervising, reviewing or having any influence on thejob evaluation, pay or benefit of any immediate family member;and  **•** selling anything to the Company or buying anything from the Company, except onthe same terms and conditions as comparable directors, officers or employees arepermitted to so purchase or sell.Such situations, if material, should always be discussed with the Company’s Chief FinancialOfficer, or, if he is not available, the Director of Human Resources.     Anything that would present a conflict for a director, officer or employee would likely alsopresent a conflict if it is related to a member of his or her family.
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**III. Disclosure**     Each director, officer or employee materially involved in the Company’s disclosure process,including the Chief Executive Officer, the President, the Chief Financial Officer and the ChiefAccounting Officer or any other officer serving a similar function (the “Senior FinancialOfficers”), is required to be familiar with and comply with the Company’s disclosure controls andprocedures and internal control over financial reporting, to the extent relevant to his or her areaof responsibility, so that the Company’s public reports and documents filed with the Securities andExchange Commission (the “SEC”) comply in all material respects with the applicable federalsecurities laws and SEC rules. In addition, each such person having direct or supervisory authorityregarding these SEC filings or the Company’s other public communications concerning its generalbusiness, results, financial condition and prospects should, to the extent appropriate within hisor her area of responsibility, consult with other Company officers and employees and take otherappropriate steps regarding these disclosures with the goal of making full, fair, accurate, timelyand understandable disclosure.     Each director, officer or employee who is involved in the Company’s disclosure process,including without limitation the Senior Financial Officers, must: **•** familiarize himself or herself with the disclosure requirements applicable tothe Company as well as the business and financial operations of theCompany;  **•** not knowingly misrepresent, or cause others to misrepresent, facts about theCompany to others, whether within or outside the Company, including to the Company’sindependent auditors, governmental regulators and self-regulatoryorganizations; and  **•** properly review and critically analyze proposed disclosure for accuracy andcompleteness (or, where appropriate, delegate this task toothers).**IV. Compliance**     It is the Company’s policy to comply with all applicable laws, rules and regulations. It isthe personal responsibility of each employee, officer and director to adhere to the standards andrestrictions imposed by those laws, rules and regulations.     It is against Company policy and in many circumstances illegal for a director, officer oremployee to profit from undisclosed information relating to the Company or any other company. Anydirector, officer or employee may not purchase or sell any of the Company’s securities while inpossession of material nonpublic information relating to the Company. Also, any director, officeror employee may not purchase or sell securities of any other company while in possession of anymaterial nonpublic information relating to that company.     Any director, officer or employee who is uncertain about the legal rules involving a purchaseor sale of any Company securities or any securities in companies that he or she is familiar with byvirtue of his or her work for the Company, should consult with the Company’s securities counsel,William K. Holbrook with the Haskell Slaughter law firm, (205) 251-1000.
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**V. Reporting and Accountability**     The Audit Committee is responsible for applying this Code to specific situations in whichquestions are presented to it and has the authority to interpret this Code in any particularsituation. Any director, officer or employee who becomes aware of any existing or potentialviolation of this Code is required to notify the Code of Ethics Contact Person promptly. Failure todo so is itself a violation of this Code.     Any questions relating to how this Code should be interpreted or applied should be addressedto the Company’s Chief Financial Officer, or, if he is not available, the Director of HumanResources. A director, officer or employee who is unsure of whether a situation violates this Codeshould discuss the situation with the Company’s Chief Financial Officer, or, if he is notavailable, the Director of Human Resources to prevent possible misunderstandings and embarrassmentat a later date.     Each director, officer or employee must: **•** notify the Code of Ethics Contact Person promptly of any existing or potentialviolation of this Code; and  **•** not retaliate against any other director, officer or employee for reports ofpotential violations that are made in good faith.     The Audit Committee shall cause all action that the Committee considers appropriate be takento investigate any violations reported to the Committee. If a violation has occurred, the Companywill take such disciplinary or preventive action as it deems appropriate, after consultation withthe Audit Committee, in the case of a director or executive officer, or in the case of any otheremployee, either the Audit Committee or a person or persons designated by the Audit Committee whoneed not be an employee of the Company.**VI. Corporate Opportunities**     Directors, officers and employees owe a duty to the Company to advance the Company’s businessinterests when the opportunity to do so arises. Directors, officers and employees are prohibitedfrom taking (or directing to a third party) a business opportunity that is discovered through theuse of corporate property, information or position, unless the Company has already been offered theopportunity and turned it down. More generally, directors, officers and employees are prohibitedfrom using corporate property, information or position for personal gain and from competing withthe Company.     Sometimes the line between personal and Company benefits is difficult to draw, and sometimesthere are both personal and Company benefits in certain activities. Directors, officers andemployees who intend to make use of Company property or services in a manner not solely for thebenefit of the Company should consult beforehand with the Chief Financial Officer, or, if he is notavailable, the Director of Human Resources.
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**VII. Confidentiality**     Directors, officers and employees often learn confidential or proprietary information aboutthe Company, its customers, suppliers, or other outside parties. Directors, officers and employeesmust maintain the confidentiality of all information so entrusted to them, except when disclosureis authorized or legally mandated. Confidential or proprietary information of the Company, and ofother companies, includes any non-public information that would be harmful to the relevant companyor useful or helpful to competitors if disclosed.**VIII. Fair Dealing**     We do not seek competitive advantages through illegal or unethical business practices. Eachdirector, officer and employee should endeavor to deal fairly with the Company’s customers, serviceproviders, suppliers, competitors and employees. No director, officer or employee should takeunfair advantage of anyone through manipulation, concealment, abuse of privileged information,misrepresentation of material facts, or any unfair dealing practice.**IX. Protection and Proper Use of Company Assets**     All directors, officers and employees should protect the Company’s assets and ensure theirefficient use. All Company assets should be used only for legitimate business purposes.
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