**Exhibit 99.1**

 

**DuPont Photomasks, Inc.**

**(together with its consolidated subsidiariesand affiliates, the “Company”)**

 

**Code of Business Conduct and Ethics**

 

*As Adopted by the Company’s Board ofDirectors on February 24, 2004*

 

The Company is committed to conducting business in accordance with thehighest ethical and legal standards. Failing to do so puts the Company’s name,reputation for integrity and business at risk. While the Company strives to achieve market leadership and businesssuccess, achieving results through unethical or illegal business practices isnot tolerated.  This Code of BusinessConduct and Ethics is intended to provide guidance and perspective for businessethics and practices.  The Company’sBoard of Directors and management team appreciate the support and cooperationof every employee as we all do our part to conduct business in accordance withthe highest ethical and legal standards.

 

Each director, officer and employee of DuPont Photomasks, Inc. and itsconsolidated subsidiaries (each a “Covered Person”) is required to adhere tothis Code of Business Conduct and Ethics. Any failure to observe this Code of Business Conduct and Ethics mayresult in disciplinary action, up to and including removal from the Board ortermination of employment, as applicable. This Code of Business Conduct and Ethics replaces and supersedes allprevious Company policies and codes regarding business conduct and ethics.

 

The Chief Executive Officer of DuPont Photomasks, Inc. is accountablefor compliance with this Code of Business Conduct and Ethics.  All questions regarding the interpretationand application of this Code of Business Conduct and Ethics, and the grantingof any waivers with respect to this Code of Business Conduct and Ethics, willbe resolved by the Company’s Chief Executive Officer, in consultation with theCompany’s General Counsel and outside counsel as appropriate, except to theextent that applicable laws and regulations require such matters to beaddressed by the Company’s Board of Directors.  Waivers of this Code of Business Conduct and Ethics will bepublicly disclosed on Form 8-K to the extent required by applicable laws andregulations.

 

Dealing with Conflicts of Interest: Covered Persons must act in an honest and ethical manner, particularlywith respect to the honest and ethical handling of actual or apparent conflictsof interest between their personal interests and the Company’s interests.  Each Covered Person must promptly consultwith the Company’s General Counsel (or, in the case of a conflict to bereported by the Company’s General Counsel, the Chairman of the Audit Committeeof the Board of Directors) when he or she becomes aware of his or her orpotential involvement in any material interest, transaction or relationship orany proposed transaction that has created or could reasonably be expected tocreate such a conflict.  In the event ofa transaction that a Covered Person wishes to pursue despite such a conflict,the Covered Person must receive first receive permission to pursue suchtransaction from the Company’s Chief Executive Officer or, to the extentapplicable laws and regulations require that waivers of this Code of BusinessConduct and Ethics be addressed by the Company’s Board of Directors, the Boardof Directors.  In the event of anunavoidable conflict, the Covered Person must request a waiver of this Code ofBusiness Conduct and Ethics.

 

Scope of Conflicts of Interest: Conflicts of interest include, but are not limited to: the ownership bya Covered Person, or to the Covered Person’s knowledge, by a member of theCovered Person’s family, of a significant financial interest in any outsideenterprise which does or seeks to do business with or is a competitor of theCompany; serving as a director, officer, partner, consultant of, or in amanagerial or decision-making position with, or employment in a technicalcapacity by, any outside enterprise which does or seeking to do business withor is a competitor of the Company; and acting as a broker, finder, go-betweenor otherwise for the benefit of a third party in transactions involving orpotentially involving the Company or its interests.  In general, a “significant” financial interest is a direct orindirect aggregate interest of the Covered Person and their family members ofmore than: 5% of any class of the outstanding securities of any entity; 5% ofthe total assets or gross income of the applicable Covered Person; or any otherarrangements or circumstances, including family or other personalrelationships, which might discourage the Covered Person from acting in thebest interests of the Company.

 

Diligence and Behavior:  CoveredPersons must act in good faith, responsibly, with due care, competence anddiligence.  Covered Persons must act ina manner that does not adversely reflect upon the Company.

 

Public Disclosures:  CoveredPersons must perform their role and provide information so as to assist theCompany in making full, fair, accurate, timely and understandable disclosuresin the Company’s periodic reports and other documents filed with or submittedto the Securities and Exchange Commission and in other public communicationsmade by the Company.

 

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Confidentiality:  CoveredPersons must respect the confidentiality of information acquired in the courseof their work for the Company (including, but not limited to, information aboutcustomers, suppliers, business partners and competitors) except when authorizedby their manager or otherwise legally obligated to disclose it.  Covered Persons should disclose ConfidentialInformation to other DPI personnel only on a “need to know” basis.  Covered Persons must not use confidentialinformation acquired in the course of their work for personal advantage.  This includes, but is not limited to, takingadvantage of such information by trading or providing information for others totrade in securities.   Covered Personsshall not engage in any unauthorized or inappropriate use, misappropriation ordisclosure of any confidential information (in any form), intellectual propertyor computer systems belonging to the Company or any of the Company’s customers,suppliers, business partners or others, including, without limitation, anyintellectual property protected under any U.S. or other laws relating tocopyrights, patents or trade secrets.

 

Provision of Information: Subject to the confidentiality obligations described in the precedingparagraph, Covered Persons must provide their constituents (the Company’s Boardand senior management, their manager, their peers, and others with whom theyinteract) with information that is accurate, complete, objective, relevant,timely and understandable.

 

Compliance with Laws:  CoveredPersons must comply with all applicable laws, rules and regulations of Federal,state, local and foreign governments and agencies, and all applicable stockexchange listing requirements, insider trading laws, antitrust and competitionlaws, the U.S. Foreign Corrupt Practices Act, equal opportunity and relatedlaws, and environmental, health and safety laws.

 

Company Records:  CoveredPersons shall not engage in any inappropriate, illegal or unethical recording,reporting or disclosing of the Company’s business and financial transactionsand results, including, without limitation, any deviation from generallyaccepted accounting principles and any matter regarding accounting, internalcontrol or auditing.  Covered Personsshall not fabricate, falsify or forge all or any part of any Company document,contract or record.

 

Care of Company Property: Covered Persons must act responsibly with respect to all Company assetsand resources entrusted to them.

 

Commissions and Discounts Paid by the Company:  Commissions, rebates, discounts, credits andallowances may be paid or granted on behalf of the Company only when:  the amount bears a reasonable relationshipto the value of goods delivered or services rendered; the payment is made bycheck or bank transfer to the specific business entity with whom the underlyingagreement is made, and not to individual officers, employees or agents of suchentity; the payment is made in the country of the receiving entity’s place ofbusiness, the transaction is supported by documentation that is complete andthat clearly defines the nature and purpose thereof; and the payment ispermitted by all applicable laws, rules and regulations, including tax andexchange control laws.

 

Gifts from the Company:  Gifts,favors and entertainment may be given to others on behalf of the Company and/orat Company expense only if they are consistent with customary businesspractices, are not excessive in value and cannot be construed as a bribe orpay-off, are not in contravention of applicable law or ethical standards, andwould not be embarrassing to the Company if publicly disclosed.  Accounting records and supportingdocumentation reflecting such gifts, favors and entertainment must beaccurately stated and described.

 

Gifts Received by Covered Person: Covered Persons shall neither seek nor accept for themselves or othersany gifts, favors, entertainment or other items of value without a legitimatebusiness purpose, nor seek or accept loans (other than conventional loans atmarket rates from lending institutions) from any person or businessorganization that does or seeks to do business with, or is a competitor of, theCompany.  In the application of thispolicy: Covered Persons may accept for themselves and members of their familiescommon courtesies usually associated with customary business practices; anespecially strict standard is expected with respect to gifts, services,discounts, entertainment or considerations of any kind from suppliers; and itis never permissible to accept a gift in cash or cash equivalents (e.g., stocksor other forms of marketable securities) of any amount.

 

Expediting Payments:  Paymentsto government personnel to expedite the rendition of routine governmentalaction are discouraged.  However, theCompany does not prohibit expediting payments, properly recorded in theCompany’s books, which are not excessive in amount, when: the making of suchpayments is an established and well recognized practice in the area; the actionto be expedited by the payment is a routine administrative action to which theCompany is clearly entitled (for example, processing governmental papers suchas visas and work permits, loading and unloading cargo, and providing servicessuch as police protection, mail delivery and inspections); and the payment doesnot violate applicable laws, rules and regulations of any country.  Payments may not be made to expedite anydecision by government personnel whether, or on what terms, to award newbusiness to or to continue business with any particular party, or any actiontaken by government personnel involved in the decision-making process toencourage a decision to award new business to or continue business with aparticular party.

 

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Political Contributions: Covered Persons shall not make any contributions of Company funds,property or services to any political party or committee, domestic or foreign,or to any candidate for or holder of any office of any government—national,state, local or foreign.  This policydoes not preclude:  the operation of apolitical action committee under applicable laws; and Company contributions,where lawful, to support or oppose public referenda or similar ballot issues ofinterest to the Company, if approved in advance by the Chief ExecutiveOfficer.  No direct or indirect pressurein any form is to be directed by Covered Persons toward Company employees tomake any political contribution or participate in the support of a politicalparty of the political candidacy of any individual.  However, this policy shall not affect the right of CoveredPersons to make personal political contributions to and/or be active on behalfof the parties, committees and candidates of their choice as long as thedonation is derived exclusively from that Covered Person’s personal funds ortime.

 

Promotion of Ethical Environment: Covered Persons must proactively promote honest and ethical behavior intheir work environment.

 

Circulation of this Code: Management shall circulate this Code of Business Conduct and Ethics toall Covered Persons during each fiscal year and request disclosure of any newor continuing conflicts of interest, potential conflicts of interest orviolations of this Code of Business Conduct and Ethics.

 

Reporting Violations:  CoveredPersons must report any evidence of a material violation of this Code ofBusiness Conduct and Ethics of which they become aware.  Reports may be filed through the Company’soutsourced reporting service (currently available at www.ethicspoint.com).  Reports also may be filed with the Company’sGeneral Counsel (or, in the case of a violation to be reported by the Company’sGeneral Counsel, with the Chairman of the Audit Committee of the Board ofDirectors).  If, in the opinion of theCovered Person filing the report, the Company does not appropriately respond toa report filed with the Company’s General Counsel, that Covered Person mustreport the matter to the Chairman of the Audit Committee of the Company’sBoard, either directly or through the Company’s outsourced reporting service(currently available at www.ethicspoint.com).

 

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