**Exhibit 14.1**

** **

**TRAMMELL CROW COMPANY**

**CODE OF BUSINESS CONDUCT AND ETHICS**

**Adopted on March 5, 2003**

 

**Purpose**

 

TrammellCrow Company (together with its controlled subsidiaries and affiliatedentities, the “**Company**”)strives to apply high ethical, moral and legal principles in every aspect ofbusiness conduct.  This Code of BusinessConduct and Ethics (this “**Code**”) summarizes the Company’s core values and describesits principles and policies regarding the standards of conduct to be followedby Company employees, independent contractors, agents (collectively,“Employees”) and directors when acting on the Company’s behalf.  In order to maintain the Company’s ethicalstandards, Employees and directors must be committed to using their good senseand best judgment to adhere to the principles and policies contained in thisCode at all times.  More specific oradditional direction is provided in the operating manuals and policies andprocedures of the Company, including the Company’s Employee Manual (the “**Employee Manual****”), a copy of which isavailable on request from the Human Resources Department**.

 

**Our Core Values**

 

*Respect*.                 Treat all with dignity, value thecontributions of others and help one another succeed.

 

*Integrity*.               Uphold the highest standards in ourbusiness practices.

 

*Service*.                  Deliver responsible, innovativesolutions to drive continuous improvement.

 

*Excellence*.           Aspire to be the best in everything wedo.

 

TheCompany has committed to conducting its business in a manner that exemplifieseach of these core values.  These valuesshould not just be words on a sheet of paper, but should serve as meaningfulguides to all of our Employees and directors as the Company goes about itsmission.  One of the purposes of thisCode is to provide helpful guidance to Employees and directors in identifyingand avoiding the types of conduct that could devalue the dignity andcontributions made by the Company’s Employees, and that could threaten theCompany’s reputation for observing the highest ethical standards of businessconduct in its operations.  Compliancewith the letter and spirit of this Code will improve the Company’s long-termability to provide quality service to its customers, and will help the Companyreach its goal of being the acknowledged leader in the commercial real estateservices business.

 

**GeneralPolicy**

 

TheCompany requires its Employees and directors to strictly observe all laws andregulations applicable to the Company or the conduct of its business,regardless of where the

 

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Companyconducts its business.  If a lawconflicts with this Code, the law must be followed; however, if a local customor policy conflicts with this Code, this Code must be followed.  Each Employee has the personal responsibilityto adhere to these standards and apply them in good faith and with reasonablebusiness judgment.  Any Employee whodoes not adhere to these standards is acting outside the scope of his or heremployment, agency or independent contractor relationship.  If in doubt about how to deal with conflictsamong this Code and local law, custom or practice, you should contact the LegalDepartment for guidance.

 

Inaddition to complying with applicable laws and regulations, all Employeesshould observe high standards of business and personal ethics when performingassigned duties and should perform all assigned duties to the best of theirability.  This requires using honestyand integrity when dealing with other Employees, the public, the businesscommunity, stockholders, customers, suppliers and governmental and regulatoryauthorities.  Employees and directorsmust act in good faith, responsibly, with due care, competence and diligence,without misrepresenting material facts to others or allowing their business judgmenton behalf of the Company to be subordinated to other interests.  Employees and directors should also promotehonest and ethical behavior by others in the work environment.

 

Itis impossible for this Code to contain specific instructions to fit allsituations that may arise.  The examplesof prohibited conduct contained in this Code are not all-inclusive.  The Company reserves the right to determineif any conduct is unethical or dishonest and prohibited by this Code, whetheror not the conduct is specifically identified. If any activity appears questionable, each Employee and director shouldnot proceed without seeking guidance, in the case of an Employee, from his orher local Human Resources representative or from the Legal Department, and inthe case of a director, from the Legal Department.

 

Itis the responsibility of all Employees and directors to review this Code and toreport any violation or apparent violation in accordance with the section ofthis Code entitled “*Reporting Violations ofthis Code*.”  Any violation ofthis Code that also constitutes a violation of applicable law may result incivil or criminal prosecution by the Company or an appropriate governmentalauthority.  Violations of this Code mayalso result in disciplinary action including termination of the agency orindependent contractor relationship or discharge from employment withoutseverance, separation or similar benefits. Similar disciplinary measures may apply to any Employee who directs orapproves prohibited activities or has knowledge of them and does not movepromptly to correct or report them.

 

Itis a violation of this Code for any Employee or director to retaliate, directlyor indirectly, against any other Employee or director who reports a violationin good faith, or to encourage other Employees or directors to soretaliate.  Any Employee or director whobelieves retaliation has occurred should immediately inform, in the case of anEmployee, his or her local Human Resources representative or the LegalDepartment, and in the case of a director, the Legal Department.

 

**Waivers**

 

Onlythe Board of Directors (the “**Board of Directors****”)**or a committee of the Board of Directors may grant awaiver of this Code for any Senior Financial Officer (defined below) or

 

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anyEmployee that serves on the Company’s Executive Officer Committee (the“Executive Committee”).  Only theExecutive Committee may grant a waiver of this Code for other Employees.  Persons seeking a waiver should be preparedto disclose all pertinent facts and circumstances, respond to inquiries foradditional information, explain why the waiver is necessary, appropriate, or inthe best interest of the Company and be willing to comply with any proceduresthat may be required to protect the Company in connection with such awaiver.  If a waiver of this Code isgranted for the chief executive officer, principal financial officer, chiefinvestment officer, principal accounting officer, controller, treasurer, anyperson performing similar functions or any other person designated by theCompany as a “senior financial officer” for purposes of this Code (the “**Senior FinancialOfficers**”) or any other executive officer or director, any requiredpublic disclosure shall be made promptly in accordance with applicable legalrequirements and stock exchange regulations.

** **

**Compliancewith Laws, Rules and Regulations**

 

Obeyingthe law both in letter and in spirit is a pillar upon which the Company’sethical standards are built.  Although Employeesand directors of the Company are not expected to know every law that isapplicable to the Company’s business, it is important that Employees anddirectors know enough to ask questions and seek advice from supervisors,managers, lawyers or other appropriate personnel if they have any doubtregarding the legality of any action taken, or not taken, on behalf of theCompany.  For this reason, the Companyperiodically organizes information and training sessions to promote compliancewith laws, rules and regulations.  Allinvited Employees are expected to attend these information and trainingsessions.

 

EachEmployee engaged in the Company’s brokerage business (corporate advisoryservices, project leasing, investment sales, etc.) must comply with all applicablebroker licensing/permitting laws.  Thisincludes the laws of the jurisdiction in which the Employee works and the lawsof any jurisdiction where the property that is the subject of a transaction islocated.  Each state has its own rulesregarding the activities that can be conducted with or without a brokeragelicense or similar permit, including the ability of non-licensed persons toaccept all or a portion of fees generated from transactions involving propertylocated in that state.  These rules mayalso impact the Company’s ability to grant commission rebates to clients if theclient does not have a broker’s license or permit.  It is the individual responsibility of every Employee working inthe Company’s brokerage business to be familiar with and comply with theselegal requirements.

 

Tradingin securities of the Company on the basis of material, non-publicinformation is unethical and illegal. It is also illegal to communicate (or “tip”) material, nonpublicinformation to others who may trade in securities on the basis of thatinformation.  These illegal activitiesare commonly referred to as “insider trading.” Material information is all information that a reasonable investor wouldconsider important in deciding whether to buy, sell or hold securities.  Examples of types of material informationinclude, but are not limited to:

 

**•**                                          financial results for the quarter or the year;

 

•                                          financial forecasts and budgets;

 

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•                                          possible mergers, acquisitions, joint ventures and otherpurchases and sales of companies and investments in companies;

 

•                                          changes in relationships with significant customers;

 

•                                          the gain or loss of important contracts;

 

•                                          major financing developments;

 

•                                          senior personnel changes;

 

•                                          major litigation developments; and

 

•                                          changes in dividend policies or the declaration of a stocksplit or the offering or repurchase of securities;

 

AllEmployees and directors must comply with the Company’s Policy on InsiderTrading, which discusses these matters in more detail.

 

Employeesand directors who **have beennotified that they** are subject to the Company’s PolicyRegarding Special Trading Procedures and the Company’s Policy on Compliancewith Short-Swing Trading and Reporting Laws must comply with those policies.

 

Copiesof these policies may be obtained upon request from the Human ResourcesDepartment.

** **

**Confidentiality**

 

Employeesand directors shall maintain the confidentiality of information entrusted tothem by the Company or its customers, except when an appropriate officer of theCompany authorizes disclosure or disclosure is legally mandated.  The obligation to preserve confidentialinformation continues even after employment, agency, independent contractorrelationship or a directorship with the Company ends.  Confidential information includes all non-publicinformation that if disclosed might be of use to competitors or harmful to theCompany or its customers, and all non-public information that is learnedabout the Company’s past, present and prospective suppliers, customers andEmployees that is not available generally to the public.  Other examples of confidential informationinclude but are not limited to:

 

•                                          all information, documents, and computer databases that areobtained or produced during employment with the Company;

 

•                                          business strategies, operations and programs;

 

•                                          lists of prospective sellers or purchasers of real estate;

 

•                                          lists of customers, clients or prospects;

 

•                                          lists of employees and any records or information regardingemployees;

 

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•                                          any offers to sell, exchange, purchase, rent or lease realestate;

 

•                                          any appraisal or other technical data regarding real estate;

 

•                                          any list of real estate for purchase, sale, rent or lease;

 

•                                          all records and files, including computer-generated and/orstored files and databases;

 

•                                          trade secrets;

 

•                                          projections of future earnings or losses;

 

•                                          news of a pending or proposed merger, acquisition or tenderoffer;

 

•                                          news of a significant sale of assets or the disposition of asubsidiary;

 

•                                          changes in dividend policies or the declaration of a stocksplit or the offering or repurchase of securities;

 

•                                          changes in senior management;

 

•                                          significant new products or discoveries;

 

•                                          impending bankruptcy or financial liquidity problems; and

 

•                                          the gain or loss of a substantial customer, supplier orcontract.

 

Seethe Employee Manual or contact Human Resources or the Legal Department if youhave questions about whether information is confidential information.

** **

**Conflicts ofInterest**

 

Aconflict of interest occurs when an individual’s private interests conflict inany way with the interests of the Company as a whole.  This situation can arise when an Employee or director takes anaction or has an interest that may make it difficult, both objectively andeffectively, to perform his or her work on behalf of the Company.  Conflicts of interest also arise when anEmployee or director, or a member of his or her family or household, receivesimproper personal benefits as a result of his or her position in the Company.

 

Employeesand directors must avoid conflicts between personal interests and the interestsof the Company, or even the appearance of such conflicts.  The appearance of a conflict of interest canoften be as detrimental as a conflict itself. Employees and directors should exercise sound judgment before committingto any activity or participating in any transaction that could potentiallycreate such a conflict of interest.  AnyEmployee or director who becomes aware of a conflict or potential conflictshould bring it to the attention of the appropriate personnel in accordancewith the procedures described in the section of this Code entitled “*Reporting Violations of this Code*.”

 

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Animportant way to deal with potential conflicts of interest is through advancedisclosure to the Legal Department or the individual identified from time totime as the Company’s Ethics Officer. Prior disclosure does not suggest potential wrongdoing, but it helpseliminate embarrassing misunderstandings, while allowing someone not involvedin the potential conflict situation to determine objectively whether theCompany’s interests are affected.  AnEmployee or director should always err on the side of disclosure when uncertainabout whether or not certain circumstances require disclosure.

 

Becauserelated party transactions create a conflict of interest and the potential forabuse of a related party’s position within the Company, no Employee or directormay directly or indirectly enter into any transaction or other businessarrangement with the Company unless the Company and the relevant Employee ordirector follow all applicable approval procedures and other requirementsadopted from time to time by the Board of Directors.

 

Itis almost always a conflict of interest for an Employee to work simultaneouslyfor a competitor, customer or supplier. No Employee is permitted to work as a consultant or director of anycompetitor without the approval of the Board of Directors.  Employees should also avoid any direct orindirect business connection with the Company’s customers, suppliers orcompetitors, except on the Company’s behalf. No Employee may act on behalf of the Company in any transactioninvolving the Employee, or persons or organizations with which such Employee,or a member of his or her family or household, has any direct or indirectpecuniary interest.  It is a conflict ofinterest for an Employee or director or his or her immediate family members toown an interest in the business of a supplier, or be a creditor of a supplier,unless the interest is represented by a publicly traded security and theEmployee or his or her immediate family member owns no more than 1% of anyclass of outstanding securities of the supplier.

 

Beloware important factors to consider in order to avoid conflict of interestsituations:

 

•                  *Perception*:  Could the activity or transaction beperceived as a conflict of interest or a potential conflict by others,including Employees, directors, customers, vendors, competitors, regulators orthe public?  If all the facts of theactivity or transaction were made public, would you or the Company beembarrassed?

 

•                  *Intent*:  Is the activity or transaction being offeredin an attempt to influence your judgment?

 

•                  *Impact*:  Will the Company be disadvantaged if youparticipate in the activity or transaction?

 

•                  *Objectivity*:  Will participation in the activity ortransaction in any way affect your ability to be objective with regard to anydecision concerning a customer, Employee or vendor?

 

•                  *Time Consideration*:  Will the time required for the activity ortransaction interfere with your ability to effectively carry out yourresponsibilities at the Company?

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**CorporateOpportunities**

 

Employeesand directors of the Company generally owe a duty to the Company to advance itslegitimate interest when the opportunity to do so arises.  Employees and directors are prohibited fromtaking for themselves personally opportunities that are discovered through theuse of corporate property, information, or position, whether the opportunity istaken during their relationship with the Company or after the relationshipterminates (for example, an Employee may not take an opportunity for himself orherself or a future employer if the Employee learned of the opportunity whilewith the Company).  Employees are alsoexpected to spend all of their business time and their entire business focus inpursuit of the Company’s interests and the creation of stockholder value andmay not use Company property, information or position **to further the Employee’sdirect or indirect pecuniary interests, for other personal gain**or to compete with the Company.

 

**Fair Dealing**

 

Employeesshould endeavor to deal fairly with the Company’s customers, suppliers,competitors and other Employees.  NoEmployee should take unfair advantage of anyone through manipulation,concealment, abuse of privileged information, misrepresentation of materialfacts or any other practice involving unfair-dealing.

 

TheCompany is in a highly competitive, market-driven industry where many companiescompete.  To be successful, the Companymust be both a dynamic and a strong competitor.  At the same time, it is the Company’s policy to compete fairlyand ethically and in accordance with the antitrust and competition laws of theUnited States and any foreign jurisdiction, and the Company expects that allEmployees will play a role in ensuring fair, open and successful competition.

 

EveryEmployee in a position to do so must award orders, contracts and commitments tosuppliers of goods or services on a sound business basis and on the ability ofthe customer or supplier to fulfill the Company’s requirements, and not basedon personal favoritism.  Employees mustnot imply the possibility of, or enter into, arrangements with customers,competitors or vendors that appear to or directly violate applicable laws orregulations with regard to fair and open competition.

 

Employeesshould market the Company’s services based upon their merits andadvantages.  It is always best forEmployees to emphasize the advantages of the Company’s services and to usegreat care to ensure that any comparisons of competitive offerings are bothfair and accurate.  It is neithernecessary nor appropriate for Employees to disparage competitors or theirservices unfairly when marketing the Company’s products.  False statements, misleading statements orinnuendoes are improper and unacceptable. This kind of behavior, if permitted, could invite disrespect from theCompany’s customers and complaints from the Company’s competitors.

 

Customersshould receive information that is both accurate and complete.  If an Employee believes a customer may havemisunderstood something a Company representative said, the Employee shouldcorrect the misunderstanding promptly. Ethics, honesty and clear

 

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communicationare cornerstones of the Company’s reputation for trustworthiness and areessential to building successful and lasting business relationships.

 

Employeesshould be mindful of situations where a current or potential customer couldconclude that an action taken by the Company, or a relationship that existsbetween the Company and a third party, may make it difficult for the Company toperform its work objectively and effectively on behalf of the customer.  For instance, Company Employees may provideproject leasing services to a property owner while other Company Employees  provide tenant representation services to aprospective tenant in the property.  Inthis instance, both clients should be made aware of the potential conflictsituation, and the Company and the clients should agree on any appropriatemeasures that should be taken to give each client the comfort that theirinterests will be adequately represented. All employees should be mindful of such situations, and should seekadvice from your supervisor, the Ethics Officer, Human Resources or the LegalDepartment as to how these situations should be handled.

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**Gifts**

 

Thepurpose of business entertainment and gifts in a commercial setting is tocreate goodwill and sound working relationships, not to gain advantage with orgive advantage to customers or suppliers (or any specific individual employedby customers or suppliers).  No gift orentertainment should ever be offered, given, provided or accepted by anyEmployee, director or family member of an Employee or director unless it:(i) is not a cash gift, (ii) is consistent with customary businesspractices, (iii) is not excessive in value, (iv) cannot be construedas a bribe or payoff and (v) does not violate any laws or regulations.

 

NoEmployee or director may (i) use a Company supplier, consultant orsubcontractor to work on his or her personal residence or business, or those ofrelated persons, or (ii) pay, offer to pay, or give anything of value toanother Employee or director as an inducement or compensation for work-relatedservices, in either case without the prior approval of the regional leader ofthe Employee’s business segment and Human Resources.  No bribes, kickbacks or other similar unlawful or improperremuneration will be given by any Employee or director to any person or entity orwill be accepted by any Employee or director from any person or entity toobtain or retain business, or for any other reason whatsoever.  No Employee or director will make anyunlawful preferential extension of credit to any other Employee or director, orto any current or prospective customer or any officer, director or principalstockholder of any current or prospective customer.

 

Ifyou receive an offer of a gift or entertainment that is not explicitlyprohibited, you should also consider the following factors prior to making yourdecision to accept the gift or entertainment:

 

•                  *Reciprocity*:  Are you in a position where you couldprovide a reciprocal gift or entertainment at the Company’s expense?  Is there an expectation that you willreciprocate?  You should consider notonly the nature of the gift or entertainment being offered, but also theorganizational stature of the person making the offer.

 

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•                  *Pattern*:  Is the nature of the gift or entertainmentbeing offered typical for the size and status of the customer or vendorrelationship?  The type of gift orentertainment being offered should be customary and appropriate with regard toyour job responsibilities.

 

Employeesshould contact Human Resources if they have questions about the appropriatenessof any gift or entertainment or proposed gift or entertainment.

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**Protectionand Proper Use of Company Assets**

 

AllEmployees should protect the Company’s assets and ensure their efficientuse.  Theft, carelessness and waste havea direct impact on the financial soundness, integrity and profitability of theCompany.  Company assets may not be usedfor any unlawful or improper purpose. Company credit cards may not be used for purposes unrelated to theCompany’s business.  Other Companyassets and equipment should only be used for Company business, althoughincidental personal use of assets may be permitted in limited circumstancescontemplated by policies the Company may adopt from time to time.  Employees should refer to the Company’sElectronic Equipment and Communications Systems Policy, which sets forth theCompany’s prohibition on the use of Company computers and other technologyassets for other than Company business.

 

Allinformation, documents, and computer databases that are obtained or producedduring an Employee’s employment with the Company are the property of theCompany and may not be removed from the Company’s premises withoutauthorization.  This information may notbe used for the Employee’s personal benefit or the benefit of any person otherthan the Company during or after an Employee’s employment with theCompany.  **Misuse of Company furnishings, equipment, technology (includinginappropriate internet usage), supplies or other assets, or removal of suchassets from Company facilities, is prohibited.**

 

Thesepolicies apply equally to property created, obtained or copied by or for thebenefit of the Company (such as customer lists, files, reference materials,reports, computer software, data processing systems, databases and thelike).  Neither originals nor copies maybe used for purposes other than Company business.  These assets and the tangible contributions an Employee makes totheir development and implementation, whether directly or indirectly, whileemployed within the Company are the Company’s property, remain Company propertyeven if the Employee leaves employment within the Company, and cannot be taken,copied or destroyed by the Employee following or in contemplation of employmenttermination.

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**CompanyRecords**

 

AllCompany books, records, accounts, funds and assets must be maintained toreflect fairly and accurately the underlying transactions and disposition ofCompany business in reasonable detail. Falsifying or destroying Company books or records**, other than in accordancewith any policy the Company may implement from time to time regarding documentretention,** is a violation of this Code.  Examples of Company books and recordsinclude financial records, records regarding the approval of businesstransactions, applications, resources, medical reports or claims, productionrecords and logs, time and attendance records, expense accounts, purchasingdocuments, shipping and receiving records and any other books or records.

 

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TheCompany has established internal accounting and operating controls to ensurethat its accounting records and operational procedures are complete, accurateand maintained in reasonable detail. Employees are expected to maintain and adhere to these controls andpolicies so that all underlying transactions, both within the Company and withthird parties, are properly documented, recorded and reported.  No accounting entries will be recorded thatintentionally conceal, disguise or misrepresent the true nature of anytransaction involving the Company.

 

Inthis respect, the following guidelines must be followed:

 

•                                          no undisclosed or unrecorded funds or assets should beestablished for any purpose;

 

•                                          no false or fictitious invoices should be paid or created;

 

•                                          no false or artificial entries should be made or misleadingreports issued; and

 

•                                          assets, liabilities and contingent liabilities of theCompany shall be recognized and reported on the Company’s financial statements(or notes thereto) or in the Company’s publicly filed documents, all inaccordance with the Company’s standard practices and generally acceptedaccounting principles (“**GAAP**”).

 

Ifan Employee believes that the Company’s books and records are not beingmaintained in accordance with these requirements, the Employee should reportthe matter in accordance with the section of this Code entitled “*Reporting Violations of this Code*.”

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**MattersRelating to Financial Reporting**

 

SeniorFinancial Officers shall strive to provide full, fair, accurate, timely andunderstandable disclosure in reports and documents that the Company files with,or submits to, the United States Securities and Exchange Commission and inother public communications that the Company makes.

 

**Real Estate Ownership**

 

Employeesmust comply with the Company’s Real Estate Ownership Policy, as such policy isin effect from time to time.  Thispolicy requires Employees to notify the Executive Committee of any commercialreal estate investments they own at the time they become employed by theCompany or that they acquire through inheritance.  An Employee must obtain Executive Committee approval if theEmployee wishes to invest in private real estate companies or make othercommercial real estate investments after his or her employment with the Companybegins.  This policy also prohibits anEmployee from buying real estate from the Company, making commercial realestate investments based on proprietary information not made available toCompany customers, soliciting business (including tenancy) from Companycustomers for the Employee’s investment property and other similaractivities.  A copy of this policy maybe obtained upon request from the Human Resources Department.

 

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**EmployeeRelations/Non-Discrimination**

 

EachEmployee and director is expected to follow these important principles:

 

•                                          Respect each Employee, worker and representative of theCompany and its customers, suppliers and contractors as an individual, showingcourtesy and consideration and fostering personal dignity.  Members of the management team will use goodjudgment and exercise appropriate use of their influence and authority in theirinteractions with other Employees, customers, suppliers, contractors and otherstakeholders of the Company.

 

•                                          No Employee or director should misuse his or her positionwith the Company, including by pressuring subordinate Employees for personalpurposes.

 

•                                          Commit to equal treatment of all Employees, workers, customers,suppliers and contractors of the Company without regard to race, color, sex,religion, age, national origin, citizenship status, military service or reserveor veteran status, sexual orientation, disability or any other factorsprohibited by law.

 

•                                          Provide a workplace free of harassment of any kind,including on the basis of race, color, sex, religion, age, national origin,citizenship status, military service or reserve or veteran status, sexualorientation, disability or any other factors prohibited by law.  The Company will not tolerate (i) anyunwelcomed sexual advances, actions or comments or (ii) any other verbal orphysical conduct in the workplace that disrupts or interferes with workperformance or which creates an intimidating, hostile or otherwise offensiveenvironment.  For information onreporting incidents of harassment or discrimination see the Company’s EmployeeManual.

 

•                                          Provide and maintain a safe, healthy and orderly workplacethat is free of  (1) violentbehavior or threats of violent behavior, (2) the possession of weapons ofany type on the Company’s premises, (3) the use, distribution, sale orpossession of any controlled substance except for approved medical purposes and(4) any otherwise illegal drug.

 

•                                          Assure uniformly fair compensation and benefit practicesthat will attract, reward and retain quality Employees.

 

**GovernmentalAffairs and Political Contributions**

 

TheCompany’s official policy concerning all governmental, political and publicmatters in which the Company has an interest will be decided and announced by,or implemented with prior approval from, the Board of Directors.  No alteration of or deviation from suchofficial policy will be made without the prior approval of the Board ofDirectors.

 

Underno circumstances shall any activity be authorized or undertaken by an Employeethat violates the provisions of the Foreign Corrupt Practices Act, federal andstate election laws,

 

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briberylaws or other applicable domestic or foreign laws.  Generally, the U.S. Foreign Corrupt Practices Act prohibitsgiving anything of value, directly or indirectly, to officials of foreigngovernments or foreign political candidates in order to obtain or retainbusiness.  It is strictly prohibited tomake illegal payments to government officials of any country.

 

Inaddition, the U.S. government has a number of laws and regulations regardingbusiness gifts or gratuities that may be accepted by U.S. governmentpersonnel.  The promise, offer or deliveryto an official or employee of the U.S. government of a gift, favor or othergratuity in violation of these rules would not only violate Company policy, butcould also be a criminal offense.  Moststate and local governments, as well as foreign governments, have similar rulesrestricting or prohibiting gifts or gratuities to public officials.  To determine whether a gift or gratuity tobe made on behalf of the Company complies with applicable laws or this Code,Employees should seek guidance from the Company’s Legal Department.

 

Federaland most state and local laws prohibit or restrict corporations from makingcontributions directly or indirectly through the use of their corporate funds,services, property or other resources on behalf of any political party,campaign, candidate for public elective office or political committee.  To establish restrictions with regard tocorporate participation in the political system as imposed by law, thefollowing guidelines will be followed:

 

•                                          No funds, assets, or services of the Company will be usedfor political contributions, directly or indirectly, unless allowed byapplicable law and approved in advance by the Executive Committee.

 

•                                          Company contributions to support or oppose public referendaor similar ballot issues are only permitted with advance approval of theExecutive Committee and will only be made to the extent allowed by applicablelaw.

 

•                                          Employees, if eligible under applicable law, may makepolitical contributions through legally established Company sponsored andapproved political support funds.  Anysuch personal contribution is not a deductible expense for federal or mostother applicable income tax purposes and is not eligible for reimbursement bythe Company as a business expense.

 

IfEmployees engage in political activities during work hours, their work timecould be considered the equivalent of a contribution by the Company.  Therefore, Employees may not engage inpolitical activities on the Company’s premises or during working hours.  Additionally, an Employee’s contributions toa political candidate or party must not be made, or appear to be made, with (orreimbursed by) the Company’s funds.  Theintent of this policy is not to discourage Employees from participating inpolitical activities on their own time. Employees and directors may elect to make personal politicalcontributions as prescribed and permitted by applicable Federal, state andlocal laws, as well as the laws of any applicable foreign jurisdictions.  Employees and directors may also makepersonal contributions to political action committees where permitted byFederal, state and local laws.

 

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**EnvironmentalPolicy**

 

TheCompany is committed to conducting its business in compliance with allapplicable environmental laws and regulations in a manner that has the highestregard for the environment and the safety and well being of Employees and thegeneral public.  Therefore, the Companyexpects all Employees to do their utmost to abide by the letter and spirit ofall environmental laws and regulations.

 

**Use of Company Name**

 

Itis inappropriate for an Employee or director to use official Company stationeryor other official documentation or to use the name of the Company for anypersonal or non-official purpose since such use implies endorsement bythe Company.  Employees may not use theCompany name outside of customary business practices except as approved by theExecutive Committee.

 

**Publicity and Communication**

 

Employeesmust exercise due care when considering the release of information of asensitive or material nature about the Company.  Sufficient measures must be taken to ensure the accuracy ofinformation that is authorized for release to outside parties.  Consequently, responses, public discussionand contact with the news media about the Company’s business may only be madethrough the Company’s authorized officers or their representatives.  If a member of the media questions anEmployee, the Employee must consult with the Public Relations Department beforeresponding to those questions or refer that person to the Public RelationsDepartment.

 

Alladvertisements for the Company must be fair and accurate and must comply withall applicable laws and regulations. Objective statements should be factually based and all comparisons withofferings by others should be balanced, accurate and verifiable.

 

Failureto observe this policy can spread misinformation and potentially causetremendous harm to the Company.

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**EthicsOfficer**

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**The Company may designate anofficer as its “Ethics Officer.”  TheEthics Officer may be consulted regarding any matter related to this Code,including whether a contemplated set of circumstances give rise to a conflictof interest or whether a violation of this Code has occurred.  Different individuals may be designated theEthics Officer from time to time. **The Ethics Officer will initially be Chris Kirk, theCompany’s General Counsel.  You canreach Chris Kirk at (214) 863-4015.

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**ReportingViolations of this Code**

 

TheCompany proactively promotes legal and ethical behavior.  Under federal law, the Company can be heldcriminally liable if one of its Employees or directors commits certaincrimes.  Accordingly, any Employee ordirector who has knowledge or information about

 

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Company-relatedconduct by another Employee or director of the Company that he or she believesto be a crime, a material violation of law or regulation, a dishonest act, abreach of trust or other conduct in violation of this Code or that mightseriously affect the Company’s reputation (whether or not the Company isvictimized) must promptly report the relevant facts to the appropriate personsin accordance with the reporting procedures described below.  To encourage Employees and directors toreport such violations, the Company will not allow retaliation for any suchreports made in good faith by Employees or directors.  Any such reports will be kept anonymous and confidential at thereporting person’s request, except where disclosure is required to investigatethe matter or by legal process or applicable laws, rules or regulations.  Employees and directors are expected tocooperate in providing facts and information requested by senior managers or otherauthorized officers or the Board of Directors, and with respect to internalinvestigations of misconduct by the Company or the Board of Directors, to thefullest extent permitted by law. Persons making a report knowing it is false or willfully disregardingits truth or accuracy, or engaging in any other bad faith use of the reportingsystem, are in violation of this Code.

 

Thereporting person should make full disclosure of all pertinent facts andcircumstances, taking care to distinguish between matters that are certain andmatters that are suspicions, worries or speculation, and also taking care toavoid premature conclusions or alarmist statements since the situation mayinvolve circumstances unknown to the reporting person.

 

TheCompany has established an Ethics and Compliance Hotline, which will beginoperation on April 25, 2003.  Its solepurpose is to receive reports and concerns regarding the standards of conductdescribed in this Code.  Calls to theEthics and Compliance Hotline are answered by The Network, an independentcompany that helps businesses respond to concerns about unethical and illegalacts. If you wish, your call to the Ethics and Compliance Hotline can be madeanonymously.  The Audit Committee of theCompany’s Board of Directors will have access to reports made to the Ethics andCompliance Hotline.  If you are callingfrom the United States, Canada, Puerto Rico or the U.S. Virgin Islands, you maycontact the Ethics and Compliance Hotline by dialing toll-free1-888-270-5935.  International callersmay contact the Ethics and Compliance Hotline by dialing 1-770-582-5227, takingcare to follow country-specific collect call procedures.

 

Anyalleged violation of this Code should be promptly reported to Human Resources,the Ethics Officer, a member of the Legal Department or the Ethics andCompliance Hotline.  You may reportalleged violations of this Code to the Human Resources Department by callingyour local Human Resources representative. You may report alleged violations of this Code to the Legal Departmentby dialing (214) 863-3000 and asking for the General Counsel’s office.  You may report alleged violations of thisCode to the Ethics Officer by using the contact information provided from timeto time for the ethics officer.  If forany reason reporting any alleged violation to Human Resources, the LegalDepartment or the Ethics Officer is not feasible, the alleged violation shouldbe reported to the Ethics and Compliance Hotline.

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**How Can YouDetermine if a Violation of this Code has Occurred?**

 

Itmay be difficult to determine if a violation of this Code has occurred.  You mayalso encounter a situation in which it is difficult to determine how to proceedwhile also complying

 

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with this Code. Since not every situation that will arise can be anticipated, it isimportant to have a way to approach a new question or problem.  When considering these situations, Employeesand directors should:

 

•                  *Makesure to have all the facts.*  In order to reach the rightsolutions, all relevant information must be known.

 

•                  *Askspecifically about the action being contemplated (including any action you arebeing asked to take) and whether it seems unethical or improper.* This will enable Employees and directors to focus on the specificquestion, and the alternatives he or she has. If something seems unethical orimproper, it probably is.

 

•                  *Understandthat person’s individual responsibility and role.* In most situations, there is shared responsibility.  Are other colleagues informed?  It may help to get others involved and discuss the problem.

 

•                  *ForEmployees, discuss the problem with a supervisor.* This is the basic guidance for all situations.  In many cases, supervisors will be more knowledgeable about thequestion, and will appreciate being brought into the decision-makingprocess.  Employees should remember that it is the responsibility of supervisors to helpsolve problems and ensure that the Company complies with this Code.

 

•                  *Alwaysask first, act later:*  When unsure ofwhat to do in any situation, Employees should seek guidance and ask questionsbefore the action in question is taken.

** **

**Violations**

 

Eachperson is accountable for his or her compliance with this Code.  Disciplinary measures that may be imposedfor violating this Code include, but are not necessarily limited to,counseling, oral or written reprimands, warnings, probation or suspensionwithout pay, demotions, reductions in salary, termination of employment orrestitution.  These disciplinarymeasures could extend to the violator and others involved in the wrongdoing,such as persons who fail to use reasonable care to detect a violation, personswho if requested to divulge information withhold material information regardinga violation, and supervisors who approve the violations or attempt to retaliateagainst Employees for reporting violations or violators. Each case will bejudged by the Ethics Officer, Human Resources, the Legal Department, the Boardof Directors or the Audit Committee of the Board of Directors on its ownmerits, considering the duties of the person and the significance of thecircumstances involved.  Employeesshould understand that it is a violation of this Code to intimidate or imposeany form of retribution on any employee or agent who utilizes the Company’sreporting system in good faith to report suspected violations of this Code.

 

AnyEmployee or director to whom this Code has been provided may be required, fromtime to time, to sign a written affirmation stating that the person(1) has received and read this Code and understands its contents,(2) has not violated this Code, and (3) has no knowledge of

 

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anyviolation of this Code that has not been communicated previously in accordancewith the reporting procedures contained in this Code.  Even if an Employee or director has not been asked to providesuch a written affirmation, they are still subject to all of the provisions setforth in this Code.

** **

**Administration/Amendment**

 

Subjectto oversight by the Board of Directors, the Executive Committee, in its soleand absolute discretion, will resolve any questions regarding theinterpretation of the matters described in this Code as they relate to anyEmployee that is not a Senior Financial Officer and does not serve on theExecutive Committee, and any such decision by the Executive Committee will bebinding.  The Board of Directors, in itssole and absolute discretion, will resolve any questions regarding theinterpretation of the matters described in this Code as they relate to anymember of the Executive Committee or any Senior Financial Officer, and any suchdecision by the Board of Directors will be binding.  Only the Board of Directors or a properly authorized committeethereof may make any amendment to this Code. If this Code is amended, any required public disclosure of suchamendment will be made in accordance with applicable legal requirements andstock exchange regulations.

 

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