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COGDELL SPENCER INC.
CODE OF BUSINESS CONDUCT AND ETHICS
 Purpose and Scope
   
    
    Promote honest and ethical conduct, including the ethical handling of actual or
apparent conflicts of interest between personal and professional relationships;
    
    Promote avoidance of conflicts of interest, including disclosure to an appropriate
person or committee of any material transaction or relationship that reasonably could
be expected to give rise to such a conflict;
    
    Promote full, fair, accurate, timely and understandable disclosure in reports and
documents that the Company files with, or submits to, the Securities and Exchange
Commission and in other public communications made by the Company;
    
    Promote compliance with applicable governmental laws, rules and regulations;
    
    Promote the prompt internal reporting to an appropriate person or committee of
violations of this Code;
    
    Promote accountability for adherence to this Code;
    
    Provide guidance to employees, officers and directors to help them recognize and
deal with ethical issues;
    
    Provide mechanisms to report unethical conduct; and
    
    Help foster the Companys longstanding culture of honesty and accountability.




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Fair Dealing
 
    
    Each officer and employee will at all times deal fairly with the
Companys customers, suppliers, competitors and employees. While
we expect our employees to try hard to advance the interests of
the Company, we expect them to do so in a manner that is
consistent with the highest standards of integrity and ethical
dealing.
    
    No officer and employee is to take unfair advantage of anyone
through manipulation, concealment, abuse of privileged
information, misrepresentation of material facts, or any other
unfair-dealing practice.
 Compliance with Laws, Rules and Regulations
 
    
    Directors, officers and employees are expected to
comply at all times with all applicable laws, rules
and regulations.
    
    Directors, officers and employees are required to
comply with the Companys Policy Statement for
Directors, Officers and Employees on Trading
Securities, and with all other policies applicable
to them that are adopted by the Company from time
to time.
    
    Directors, officers and employees must cooperate
fully with those individuals responsible for
preparing reports filed with the Securities and
Exchange Commission and all other materials that
are made available to the investing public to make
sure those people are aware in a timely manner of
all information that might have to be disclosed in
those reports or other materials or that might
affect the way in which information is disclosed in
them.
 Conflicts of Interest
 
    
    Definition: A conflict of interest occurs when
an individuals private interest is different from
the interests of the Company as a whole. Conflict
situations include:
 (1)
    
    Action or Inaction: When a director, officer or employee, or a member
of his or her family, will benefit personally from something the director, officer or
employee does or fails to do that is not in the best interests of the Company;(2)
    
    Objectivity: When a director, officer or employee takes actions or has
interests that may make it difficult to perform his or her Company work objectively and
effectively;(3)
    
    Personal Benefits: When a director, officer or employee, or a member
of his or her family, receives personal benefits from somebody other than the Company
as a result of his or her position in the Company which are not generally available to
all the Companys employees, or at least to all employees in the same area of work or
the same geographic area. Loans to, or guarantees of obligations of, directors,
officers or employees by persons with whom the Company does business are of special
concern;(4)
    
    Competing Activities: When a director, officer or employee engages in
any activity that is competitive with the business activities and operations conducted
from time to time by the Company.
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
    
    Specific Situations: The following rules apply to specific situations that
involve, or may involve, conflicts of interest:
 (1)
    
    Transactions with the Company: No director, officer or employee, or
member of the immediate family (defined below in paragraph 5) of any director, officer
or employee, may enter into any transaction with the Company or its subsidiaries other
than on market terms or under policies, such as favorable financing terms, available to
all such persons. Any exceptions to this policy must have written approval from the
President of the Company.(2)
    
    Confidential Information and Trade Secrets: During the period of a
directors, officers or employees employment or affiliation with the Company and at
all times subsequent thereto, the current or former director, officer or employee will
refrain from publishing or disclosing, or authorizing anyone else to publish or
disclose, any confidential information or trade secrets relating to the business of the
Company or any of its subsidiaries or affiliates obtained by the director, officer or
employee while employed by or associated with the Company. All records, papers and
documents kept or made by a director, officer or employee relating to the business of
the Company or any of its subsidiaries or affiliates shall be and remain the property
of the Company and, at the request of the Company, shall be surrendered to the Company
upon termination of the directors, officers or employees employment or affiliation.(3)
    
    Other Business Activities: Except as discussed in the Companys
prospectus dated October 26, 2005 or as may be permitted by a persons employment
agreement with the Company, no full-time employee will engage in any part-time
employment, business consulting arrangements or other business activities which could
interfere with the employees duties and obligations to the Company without written
approval from the President of the Company.(4)
    
    Competing Activities: No director, officer or employee will engage in
any activity that is competitive with the business activities and operations conducted
from time to time by the Company, except as discussed in the Companys prospectus dated
October 26, 2005, or as may be permitted by such persons employment agreement with the
Company.(5)
    
    Transactions with Family Members: Where a member of the immediate
family (parent, parent-in-law, spouse, child, or son or daughter-in-law, or any other
adult relative living in the same household) of any director, officer or employee is
involved in a transaction with the Company, all payments, commissions, fees, or other
remuneration to such family member must be disclosed to and approved in advance by the
President of the Company.(6)
    
    Exchange of Benefits: No director, officer or employee may solicit or
accept any money, gift, favor, service, or other tangible or intangible benefit or
service from any employee of the Company or any subcontractor, vendor or other person
with which the Company does business, even if it is otherwise permitted by this Code,
in exchange for anything involving the performance of the persons responsibilities on
behalf of the Company, or under circumstances that might impair the directors,
officers or employees independent judgment as to what is in the best interests of the
Company.
 
    
    Avoidance: Director, officers and employees must do everything
they reasonably can to avoid conflicts of interest or actions or
relationships that give the appearance of conflicts of interest.
    
    Reporting: If a situation that creates a conflict of interest or
the appearance of a conflict of interest arises, the person
involved must promptly report it (1) if the person involved is a
director or the
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principal executive officer of the Company, to the Audit Committee of the Companys Board of
Directors and (2) if the person involved is someone other than a director or the principal
executive officer of the Company, to the President of the Company.If a director, officer or employee becomes aware of a situation that he or she believes involves
a conflict of interest by another director, officer or employee, the person who becomes aware of
the situation must promptly report it to (1) the President of the Company, or (2) the head of
the division within which the particular employee or officer works. Any report of a situation
that is made to the President or to the head of a division will be passed on to the Audit
Committee of the Companys Board of Directors or the President of the Company, as applicable.
When there is any question of whether a conflict of interest is present and should be disclosed,
all employees, officers and directors should resolve any doubt in favor of full disclosure.
    
    Exceptions: The Company recognizes that the foregoing procedures
may not give due respect to the specifics of a particular
situation. In the event a situation arises in which a director,
officer or employee believes the foregoing procedures should not
be applied, the director, officer or employee should seek the
advice, in writing, of the President of the Company.
    
    Remedial Actions: In any instance in which a director, officer or
employee becomes involved in a situation that involves a conflict
or interest, or an appearance of one, he or she must work with the
Audit Committee of the Companys Board or the President of the
Company, as applicable, to devise an arrangement by which:
 (1)
    
    that committee (or its designee) will monitor the situation which creates, or
gives the appearance of creating, a conflict of interest,(2)
    
    the director, officer or employee who has a conflict of interest will, to the
fullest extent possible, be kept out of any decisions that might be affected by the
conflict of interest,(3)
    
    it is ensured that the director, officer or employee who has a conflict of
interest will not profit personally from the situation that causes the conflict of
interest and(4)
    
    every reasonable effort will be made to eliminate the conflict of interest as
promptly as possible.
 Conflicts Records
  Corporate Opportunities
 
    
    No director, officer or employee will:
 (1)
    
    take for himself or herself personally any opportunity of which he or she
becomes aware, or to which he or she obtains access, through the use of corporate
property, information or position;(2)
    
    make it possible for somebody other than the Company to take advantage of an
opportunity in any of the Companys areas of business of which the director, officer or
employee becomes
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aware in the course of his or her activities on behalf of the Company, unless the
Company has expressly decided not to attempt to take advantage of the opportunity;(3)
    
    otherwise use corporate property, information, or position for personal gain;
or(4)
    
    compete with the Company generally or with regard to specific transactions or
opportunities.
 
    
    Directors, officers and employees owe a duty to the Company to
advance the Companys legitimate interests whenever the
opportunity to do so arises.
 Confidentiality
 
    
    Directors, officers and employees must maintain the
confidentiality of all information entrusted to them by the
Company or its customers that is treated by the Company or its
customers as confidential, except when disclosure is authorized
by the Company or is legally mandated.
    
    Confidential information includes all information that may be of
use to the Companys competitors, or that could be harmful to the
Company or its customers, if disclosed.
    
    Directors, officers and employees must comply with all
confidentiality policies adopted by the Company from time to time
and with confidentiality provisions in agreements to which they
or the Company are parties.
 Protection and Proper Use of Company Assets
 
    
    Directors, officers and employees must take all
reasonable actions in their power to protect the
Companys assets and ensure their efficient use by
the Company.
    
    Directors, officers and employees will use the
Companys assets only for the Companys legitimate
business purposes.
 Change in or Waiver of the Code
 
    
    Any waiver of any provision of this Code must be approved:
 (1)
    
    With regard to any director, the chief executive officer of the Company, the
chief financial officer of the Company or the President of the Company, by the Board of
Directors (but without the involvement of any director who will be personally affected
by the waiver) or by a committee consisting entirely of directors who will not be
personally affected by the waiver.(2)
    
    With regard to any other officer or employee, by the President of the Company.
 
    
    No waiver of any provision of this Code with regard to a director
or officer will be effective until that waiver has been reported
to the person responsible for the preparation and filing of the
Companys reports on Form 8-K (or any successor to that form) in
sufficient detail to enable that person to prepare a report on
Form 8-K containing any required disclosure with regard to the
waiver.
    
    The Company will disclose any change in this Code or any waiver of
this Code in a filing with the Securities and Exchange Commission,
or in another manner that complies with applicable Securities and
Exchange Commission rules, and the Company will make any other
disclosures of changes in, or
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waivers of, this Code, that are required by law or by the rules of any
securities exchange or securities quotation system on which the Companys
securities are listed or quoted.
 Compliance
 
    
    Directors, officers and employees must report
promptly any violations of this Code of which they
become aware (including any violations of the
requirement of compliance with law) to the person to
whom conflicts of interest involving the person who
violated this Code would be reported as described
under Conflicts of Interest  Reporting. In
addition, any violation of this Code shall be
reported to the Audit Committee of the Companys
Board of Directors. Failure to report a violation
can lead to disciplinary action against the person
who failed to report the violation which may be as
severe as the disciplinary action against the person
who committed the violation.
    
    The identity of the employee who reports a possible
violation of this Code by another employee will be
kept confidential, except to the extent the employee
who reports the possible violation consents to be
identified or the identification of that employee is
required by law.
    
    Possible violations of this Code may be reported
orally or in writing and may be reported anonymously.
    
    The Company will not allow retaliation for reports of
possible violations of this Code made in good faith.
 Terms Used in this Code
 
    
    Any reference in this Code to the Company or to an employee
of the Company is to Cogdell Spencer Inc. and all its
subsidiaries or to an employee employed by Cogdell Spencer
Inc. or any of its subsidiaries.
    
    Any reference in this Code to a director or officer of the
Company is to a director or officer of Cogdell Spencer Inc.
It does not refer to a person who is an officer of a
subsidiary unless the person is regularly involved in setting
policy for Cogdell Spencer Inc. and its subsidiaries, and
therefore in fact functions as an officer of Cogdell Spencer
Inc. For the purposes of this Code, a person who is employed
by the Company and serves as an officer of a subsidiary will
be treated as an employee, but not an officer, of the
Company.
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