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EXHIBIT 14



                       CODE OF BUSINESS CONDUCT AND ETHICS

                       INTERMAGNETICS GENERAL CORPORATION

                       CODE OF BUSINESS CONDUCT AND ETHICS

                                I.  INTRODUCTION.

    INTERMAGNETICS GENERAL CORPORATION together with all of its subsidiaries
(the "Company") seeks at all times to conduct its business in accordance with
the highest standards of ethical conduct and in compliance with all laws, rules
and regulations.

    This Code of Business Conduct and Ethics (the "Code") governs the business
decisions made and actions taken by the Company's directors, officers and
employees and is an expression of the Company's fundamental and core values,
some of which are: (i) integrity and honesty in the Company's and its
employees' dealings with customers, suppliers, co-workers, competitors,
shareholders and the community; (ii) respect for individuality and personal
experience and background; and (iii) support of the communities where the
Company and its employees work and reside.

    These core values and the other standards of conduct in this Code provide
general guidance for resolving a variety of legal and ethical questions for
employees, officers and directors. However, while the specific provisions of
this Code attempt to describe certain foreseeable circumstances and to state
the employee's, officer's and director's obligations in such event, it is
impossible to anticipate all possibilities. Therefore, in addition to
compliance with the Code and applicable laws, rules and regulations, all
Company employees, officers and directors are expected to observe the highest
standards of business and personal ethics in the discharge of their assigned
duties and responsibilities.

    The integrity, reputation and profitability of the Company ultimately depend
upon the individual actions of the Company's employees, officers and directors.
As a result, each such individual is personally responsible and accountable for
compliance with this Code. ALL REFERENCES IN THE CODE TO "EMPLOYEES" SHOULD BE
UNDERSTOOD TO INCLUDE ALL EMPLOYEES, OFFICERS AND DIRECTORS OF THE COMPANY
(INCLUDING ITS SUBSIDIARIES), UNLESS THE CONTEXT REQUIRES OTHERWISE.



                           II.  COMPLIANCE PROCEDURES.

A.   ADMINISTRATION OF CODE.

    The Board of Directors of the Company (the "Board"), or such committee or
person(s) responsible for administering the Code as the Board shall establish,
shall implement and oversee the administration of the Code. The Board shall
establish such procedures as it shall deem necessary or desirable in order to
discharge this responsibility, including delegating authority to

                                       A-1

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officers and other employees and engaging advisors. Administration of the Code
shall include periodic review and revisions to the Code as necessary or
appropriate.


B.   COMMUNICATION OF POLICIES.

    1. Employees, Officers and Directors

             o   A copy of the Code and any revisions thereto shall be supplied
                 to all employees, officers and directors.

             o   A copy of the Code is available to all employees, officers and
                 directors by request from the human resources department or via
                 the Company's intranet at http://intermagnet/. Each new
                 employee, officer or director shall receive a copy of the Code
                 upon their employ.

             o   The Company requires all employees, including new employees,
                 directors and officers to complete, sign and return an
                 Acknowledgment Form. This form states that he or she has
                 received a copy of the Code, has read and understands the Code.
                 Adherence to these requirements is a condition of employment
                 (both beginning and continuing).

             o   Periodically, the Company's management may conduct training
                 sessions on the Company's ethical and business guidelines for
                 new and/or continuing employees, officers and/or directors.


C.  MONITORING COMPLIANCE.

    The Company's management, under the supervision of the Board, shall take
reasonable steps to monitor and audit compliance with the Code, including the
establishment of monitoring and auditing systems that are reasonably designed
to detect conduct in violation of the Code. The Company's management shall
periodically report to the Board or a committee thereof on these compliance
efforts including, without limitation, regular reporting of alleged violations
of the Code and the actions taken with respect to such violation.


D.  REPORTING CONCERNS/RECEIVING ADVICE.

    1. Communication Channels.

             o   Every employee is required to act proactively by asking
                 questions, seeking guidance and reporting any suspected
                 violations with respect to compliance with the Code, other
                 policies and procedures of the Company, or any government law,
                 rule or regulation. IF ANY EMPLOYEE BELIEVES THAT ACTIONS HAVE
                 TAKEN PLACE, MAY BE TAKING PLACE, OR MAY BE ABOUT TO TAKE PLACE
                 THAT VIOLATE OR WOULD VIOLATE THE CODE, THEY ARE OBLIGATED TO
                 BRING THE MATTER TO THE ATTENTION OF THE COMPANY.

             o   The best starting point for an employee seeking advice on
                 ethics-related issues or reporting potential violations is his
                 or her manager or supervisor. However, if the conduct in
                 question involves his or her manager or supervisor, or if the
                 employee has reported it to his or her manager or supervisor
                 and does not

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                 believe that he or she has dealt with it properly, or if the
                 employee does not feel that he or she can discuss the matter
                 with his or her manager or supervisor, the employee may raise
                 the matter with the next level of management, the Human
                 Resources Department or the Legal Department.

             o   In the case of accounting, internal accounting controls or
                 auditing matters, any concerns or questions about violations
                 with respect to such matters that are not resolved to the
                 employee's satisfaction through the channels set forth above
                 should be directed to the Audit Committee of the Board.
                 Reporting of potential violations may be done anonymously by
                 contacting the Legal Department or via the employee feedback
                 line (the "Report Line") at 1-888-823-2885. The Company must
                 notify the Audit Committee of the Board of any complaints it
                 receives that involve accounting, internal accounting controls
                 or auditing matters.

             o   In reviewing a report received from an employee, a manager or
                 supervisor or the Human Resources Department should consider
                 whether the report involves a potential violation of the Code;
                 if so, he or she must report it immediately to the Company's
                 legal department, who will have primary responsibility for
                 enforcement of the Code, subject to the supervision of the
                 Board of Directors or a committee thereof, or, in the case of
                 accounting, internal accounting controls or auditing matters,
                 the Audit Committee of the Board.

             o   Any employee may communicate with the Company anonymously by
                 any of the following methods:

                     o   In writing, addressed to the Legal Department, either
                         by facsimile to 518-783-2602 or by U.S. mail to
                         Intermagnetics General Corporation, 450 Old Niskayuna
                         Road, Latham, NY 12110; or

                     o   By e-mail to soxreporter@igc.com; or

                     o   By phoning the Report Line at 1-888-823-2885.

             o   Employees must not use this compliance program in bad faith, or
                 frivolous manner. Further, employees should not use the Report
                 Line to report personnel grievances not involving the Code or
                 other ethics-related issues.

    2.  Confidentiality; Retaliation.

             o   When reporting conduct suspected of violating the Code, the
                 Company prefers that employees identify themselves in order to
                 facilitate the Company's ability to take appropriate steps to
                 address the report, including conducting any appropriate
                 investigation. If an employee wishes to remain anonymous, he or
                 she may do so, but this could impair the Company's ability to
                 adequately investigate the complaint. When an individual comes
                 forward with a complaint the Company will use reasonable
                 efforts to protect the confidentiality of the reporting person
                 subject to applicable law, rule or regulation or to any
                 applicable legal proceedings. In the event the report is

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                 made anonymously, however, the Company may not have sufficient
                 information to look into or otherwise investigate or evaluate
                 the allegations. Accordingly, persons who make reports
                 anonymously should endeavor to provide as much detail as is
                 reasonably necessary to permit the Company to look into,
                 investigate and evaluate the matter(s) set forth in the
                 anonymous report.

             o   Any employee involved in any capacity in an investigation of a
                 possible violation of the Code must not discuss or disclose any
                 information to anyone not involved in conducting the
                 investigation unless required by applicable law, rule or
                 regulation or by any applicable legal proceeding or when
                 seeking their own legal advice if necessary.

             o   The Company expressly forbids any retaliation against any
                 employee for reporting suspected misconduct under this Code.
                 Any person who participates in any retaliation is subject to
                 disciplinary action, up to and including termination.


E.  INVESTIGATING VIOLATIONS.

    If the Company receives information regarding an alleged violation of the
Code, the authorized person(s) investigating the alleged violations shall, as
appropriate:

       o     evaluate such information as to gravity and credibility;

       o     initiate an informal inquiry or a formal investigation with respect
             thereto;

       o     prepare a report of the results of such inquiry or investigation,
             including recommendations as to the disposition of such matter;

       o     make the results of such inquiry or investigation available to the
             Company's legal department for action (including, if appropriate,
             disciplinary action); and

       o     note in the report any changes in the Code necessary or desirable
             to prevent further similar violations or to appropriately address
             any areas of ambiguity, confusion or omission in the Code.

    The Board of Directors or a committee thereof shall periodically receive a
list of all such alleged violations and the outcome of the inquiry or
investigation thereof and shall have access to all reports prepared regarding
alleged violations of the Code.


F.  DISCIPLINARY ACTIONS.

    Failure to comply with the Code or related ethical policies of the Company
will be subject to appropriate disciplinary action as determined by the
Company, subject to the supervision of the Board of Directors or a committee
thereof or, in the case of accounting, internal accounting controls or auditing
matters, the Audit Committee of the Board.

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    Disciplinary measures include, but are not limited to, counseling, oral or
written reprimands, warnings, probation or suspension without pay, demotions,
reductions in salary, termination of employment or service to the Company and
restitution.

    Persons subject to disciplinary measures shall include, in addition to the
violator, others involved in the violation such as (i) persons who fail to use
reasonable care to detect a violation, (ii) persons who are aware of a
violation but fail to report it, (iii) persons who were asked to provide
information regarding a violation, but withheld material information regarding
the violation, and (iv) managers or supervisors who approve or condone the
violations or attempt to retaliate against employees for reporting violations
or violators.


G.  WAIVERS AND AMENDMENTS.

    No waiver of any provisions of the Code as applied to officers, members of
the Company's finance department or directors of the Company shall be effective
unless first approved by the Board, or a committee thereof, and promptly
disclosed to the Company's shareholders in accordance with applicable United
States securities laws and/or the rules and regulations of the exchange or
system on which the Company's shares are traded or quoted, as the case may be.
Any waivers of the Code for other employees may only be made with the approval
of the most senior officer of the employee's business sector (or the chief
executive officer in the case of corporate employees) and the Company's legal
department. All waivers and amendments to the Code must be approved by the
Board, or a committee thereof, and must be promptly disclosed to the Company's
shareholders in accordance with applicable United States securities laws and/or
the rules and regulations of the exchange or system on which the Company's
shares are traded or quoted, as the case may be.



                           III. STANDARDS OF CONDUCT.

A.  CONFLICTS OF INTEREST.

    The Company recognizes and respects the right of its employees to engage in
outside activities which they may deem proper and desirable, provided that
employees fulfill their obligations to act in the best interests of the Company
and to avoid situations that present a potential or actual conflict between
their interests and the Company's interests.

    A "conflict of interest" occurs when a person's private interest interferes
in any way with the interests of the Company as a whole. Conflicts of interest
may arise in many situations. They can arise when an employee takes an action
or has an interest that may make it difficult for him or her to perform the
responsibilities of his or her position objectively and/or effectively in the
best interests of the Company. They may also occur when an employee or his or
her family members receive some improper personal benefit as a result of his or
her position in the Company. Each individual's situation is different and in
evaluating his or her own situation, an employee will have to consider many
factors.

     Some of the most common situations that could present a conflict of
interest are as follows:

       o     ownership of, a significant interest in, or a significant
             indebtedness to or from, any entity that is a competitor of the
             Company or that does business with the Company;

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       o     serving in any capacity for an entity that does business with the
             Company or is a competitor of the Company;

       o     marketing or selling products or services in competition with the
             Company's products or services, or otherwise competing with the
             Company;

       o     exerting (or attempting or appearing to exert) influence to obtain
             special treatment for a particular supplier, vendor or contractor,
             with or without receiving some actual or potential benefit from
             such supplier, lender or contractor;

       o     soliciting, accepting or giving any gift in violation of the
             Company's gift policy described below under "Fair Dealing";

       o     engaging in any business transaction on behalf of the Company with
             an immediate family member, or with a firm of which that immediate
             family member is a principal, officer, representative or
             substantial owner;

       o     hiring friends or relatives, unless such friends or relatives will
             work in a different department and are hired with the consent of
             the appropriate members of management or, if involving a member of
             management, the Board or a committee thereof;

       o     performing non-Company work or soliciting such work on the
             Company's premises or on Company time;

       o     using Company assets, property or services for personal gain; and

       o     Use of Company name, facilities or relationships for charitable
             work or pro bono purposes can be made with prior approval from
             senior management, and only after other notification and approvals
             in accordance with policy.

    For purposes of this Code, an "immediate family member" includes a person's
spouse, parents, children (whether natural or adopted), siblings, mothers and
fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and
anyone (other than employees) who shares such person's home.

    If there are any questions as to whether or not a specific act or situation
represents, or appears to represent, a conflict of interest, an employee should
consult their manager or supervisor. Any material transaction or relationship
that reasonably could be expected to give rise to a conflict of interest should
be reported promptly to the Company's legal department, which shall notify the
Board as it deems appropriate. Conflicts of interest involving the Company's
legal department must be disclosed directly to the Board.


B.  USING INSIDE INFORMATION AND INSIDER TRADING.

    In the course of employment with the Company, an employee may become aware
of information about the Company or other companies that has not been made
public. Employees are prohibited from using such non-public information (e.g.,
trading in the Company's or another company's securities) or disclosing such
nonpublic information to any person outside the Company. Employees are required
to familiarize themselves and comply with the Company's policy against insider
trading, copies of which are distributed to all employees and are available

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from the Company's web page or human resources department. In addition, those
employees, officers and directors of the Company bound by any specific Company
procedures with respect to transactions in the Company's securities must
familiarize themselves and comply with the procedures, copies of which are
available from the Company's legal department. If an employee has any questions
concerning what he or she can or cannot do in this area, he or she should
consult with the Legal department.


C.  COMPLIANCE WITH LAWS, RULES AND REGULATIONS.

    The Company is committed to conducting its business with honesty and
integrity and in compliance with all applicable laws, rules and regulations. No
employee shall engage in any unlawful or unethical activity, or instruct others
to do so, for any reason. As an employee conducts the Company's business, he or
she may encounter a variety of legal issues. If employees have questions on
specific laws, rules or regulations they should contact the Company's legal
department.

    The following is a summary of some of the laws, rules and regulations that
affect the Company's business and with respect to which all employee actions
should comply:

    1. Antitrust and Competition Laws.

             o   It is the Company's policy to comply with all laws governing
                 competition (including antitrust, monopoly, fair trade or
                 cartel laws) applicable to it.

    2. Environmental Laws.

             o   It is the Company's policy to comply with all applicable
                 federal, state and local environmental protection laws. Each
                 employee shall report any violation of an environmental law, or
                 any action that may appear to conceal such a violation,
                 immediately to his or her manager or supervisor.

    3. Health and Safety Laws.

             o   It is the Company's policy to maintain a safe and healthy work
                 environment. Each employee shall take reasonable steps to
                 comply with all applicable federal, state and local health and
                 safety laws, rules and regulations and must report any health
                 or safety problem observed in or arising during the conduct of
                 his or her responsibilities to his or her appropriate manager
                 or supervisor.

    4. Political Activities.

             o   The Company and its employees in the conduct of their
                 responsibilities will not illegally contribute to or make
                 expenditures on behalf of any candidate for elective office,
                 political party or political committee, including by means of
                 any corporate funds, services or goods, as well as by means of
                 employees' chargeable work time. The Company and its employees
                 in the conduct of their responsibilities shall ensure that all
                 of their respective political activities are compliant with
                 appropriate laws, rules and regulations.

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    5. Illegal Payments.

             o   No employee is authorized to pay any bribe or make any other
                 illegal payment on behalf of the Company. No employee is
                 authorized to make any payment to consultants, agents or other
                 intermediaries when he or she has reason to believe some part
                 of the payment will be used to influence governmental or
                 private action. This policy does not prohibit expenditures of
                 amounts for meals and entertainment of suppliers and customers
                 that are otherwise permitted under the Company's gift policies
                 described herein under "Fair Dealing."

    6. Acquiring Information.

             o   No employee is authorized to use improper means to acquire a
                 competitor's trade secrets or other confidential information.
                 Illegal practices include trespassing, burglary, wiretapping,
                 bribery and stealing. Improper solicitation of confidential
                 data from a competitor's employees or from the Company's
                 customers is also prohibited.

    7. Shareholder Communications.

             o   It is the Company's policy to comply with all laws, rules and
                 regulations governing the public disclosure of business
                 information, including without limitation the requirements of
                 Regulation FD which address the selective disclosure of
                 material non-public information. Additional information
                 regarding public disclosures by the Company are addressed under
                 Section III.G and Section III.I.3 below.

    8. Import/Export Controls.

             o   It is the Company's policy to comply with import/export laws
                 applicable to it and its business and products. Each employee
                 involved with the sale or shipment of products across
                 international borders is expected to understand and comply with
                 the import/export control restrictions of all relevant
                 countries.

    9. Antiboycotting Laws.

             o   U.S. law prohibits the Company and its subsidiaries and
                 affiliates and their agents from complying with or supporting a
                 foreign country's boycott of a country which is "friendly" to
                 the United States. The Company is also required to report
                 promptly to the U.S. government any request to support a
                 boycott or to furnish information concerning a boycott. If an
                 employee hears of a boycott or receives a request to support a
                 boycott or to provide information related to a boycott, he or
                 she should contact the Company's legal department.

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    10. Government Contracts and Relationships.

             o   Company employees are required to comply with all laws, rules
                 and regulations relating to government contracts in all
                 countries where the Company does business, including the
                 Foreign Corrupt Practices Act (which is discussed in more
                 detail under "Fair Dealing" below), and to cooperate fully with
                 investigators and auditors who require information in
                 connection with such contracts.

    11. Public Sector Procurement.

             o   Employees are expected to understand and adhere to all
                 applicable public sector procurement laws, rules and
                 regulations. During the course of a public sector procurement,
                 employees should not try to improperly influence the decisions
                 of the customer or obtain restricted information about the
                 procurement. Additionally, employees should immediately report
                 to the Company any actual or possible violation of a public
                 sector procurement law or regulation of which they become
                 aware.


D.  PROTECTION AND PROPER USE OF COMPANY ASSETS; CORPORATE OPPORTUNITIES.

    Employees are required to protect the Company's assets entrusted to them and
to protect the Company's assets in general. Employees shall also take steps to
ensure that Company assets are used only for legitimate business purposes
consistent with the Company's guidelines. Loss, theft and misuse of Company
assets have a direct impact on the Company's profitability.

    Each employee is further prohibited from (i) diverting to himself or herself
or to others any opportunities that are discovered through the use of Company
property or information or his or her position, (ii) using Company property or
information or his or her position for personal gain, or (iii) competing with
the Company (as discussed more fully above under "Conflicts of Interest").
Employees owe a duty to the Company to advance its legitimate interests when
the opportunity to do so arises.

    Any questions concerning the protection and proper use of Company assets or
regarding corporate opportunity matters should be directed to the appropriate
manager or supervisor

    The following highlights the responsibilities of employees with respect to
certain of the Company's assets:

       o     employees are expected to be alert to and report to their manager
             or supervisor any incidents that could lead to the loss, theft or
             misuse of Company property;

       o     all physical assets, such as equipment, facilities, supplies and
             inventories, are to be used solely for Company purposes;

       o     employees who receive or disburse money shall follow established
             procedures to ensure the proper use and recording of funds;

       o     employees shall not use or allow anyone else to use the Company's
             name in any outside capacity without proper authorization; and

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       o     employees shall take reasonable steps to protect the intellectual
             property of the Company, in accordance with applicable Company
             policies.


E.  CONFIDENTIALITY AND PROPRIETARY INFORMATION.

    Confidential proprietary information generated and gathered in the Company's
business plays a vital role in the Company's business, prospects and ability to
compete. Employees are required not to disclose or distribute such confidential
proprietary information, except when disclosure is authorized by the Company or
required by law or other regulations, and shall use such information solely for
legitimate Company purposes. Upon leaving the Company, employees must return
all property including but not limited to proprietary information in their
possession. For more detailed description of Confidential and Proprietary
Information please refer to the Company's Confidential and Proprietary
Information policy. Each employee has signed an Acknowledgment stating that
they have read and understand this Policy.


F.  FAIR DEALING.

    Employees should act fairly, honestly, ethically and in accordance with
applicable law in all business dealings on behalf of the Company, including in
all dealings with the Company's customers, suppliers, competitors and
employees. No employee should take unfair advantage of another person through
manipulation, concealment, abuse of privileged information, misrepresentation
of material facts, or any other unfair dealing practice. Whenever the ethical
or legal requirements of a situation are unclear, employees should contact
their manager or supervisor.

    Occasional business gifts to or from, and entertainment of or by, individual
non-government employees in connection with business discussions or the
development of business relationships are generally deemed appropriate in the
conduct of Company business. However, these gifts should be given or accepted
infrequently and their value should be modest. Gifts or entertainment in any
form that could influence or could reasonably give the appearance of
influencing the employee's judgment or actions in the conduct of the Company's
business should not be offered or accepted. If an employee is offered a gift
which he or she cannot accept in accordance with the foregoing, or if such a
gift arrives at his or her home or office, such employee should inform his or
her manager or supervisor immediately. Appropriate arrangements will be made to
return or dispose of what has been received.

    One area that is of concern to the Company relates to investment bankers and
research analysts and their relationships or dealings with the Company and its
employees, officers and directors. Relationships or transactions with
investment bankers and research analysts that are prohibited by applicable law
or by the rules and regulations of the stock exchange or system on which the
Company's securities are listed or quoted, as applicable, should not be
permitted to occur. Further, the Company's employees, officers and directors
shall not give or receive gifts or other favorable items of value to or from
any such investment banker or research analyst

    Practices that are acceptable in commercial business environments may be
against the law or the policies governing federal, state or local government
employees. Therefore, no gifts or business entertainment of any kind may be
given to any government employee without the prior approval of the Company.

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    The Foreign Corrupt Practices Act ("FCPA") prohibits giving anything of
value directly or indirectly to any "foreign official" for the purpose of
obtaining or retaining business. When in doubt as to whether a contemplated
payment or gift may violate the FCPA, contact your manager or supervisor before
taking any action.


G.  QUALITY OF PUBLIC DISCLOSURES.

    The Company is committed to providing its shareholders with full and
accurate information, in all material respects, about the Company's financial
condition and results of operations in accordance with the securities laws of
the United States and, if applicable, other foreign jurisdictions. The Company
strives to ensure that the reports and documents it files with or submits to
the Securities and Exchange Commission include full, fair, accurate, timely and
understandable disclosure in accordance with the securities laws of the United
States and, if applicable, other foreign jurisdiction. The Company's senior
management shall be primarily responsible for monitoring such public
disclosure.


H.  WORK ENVIRONMENT.

    1. Discrimination and Harassment.

             o   The Company seeks to maintain a healthy, safe and productive
                 work environment which is free from discrimination or
                 harassment based on race, color, religion, sex, sexual
                 orientation, age, national origin, disability, or other factors
                 that are unrelated to the Company's legitimate business
                 interests. Accordingly, conduct involving discrimination or
                 harassment of others will not be tolerated. Employees are
                 required to comply with the company's policy on equal
                 opportunity, non-discrimination and fair employment, copies of
                 which are distributed to employees and are available from the
                 Company's human resources department upon request or via the
                 Company's web page. The Company also provides periodic training
                 to promote compliance with regulations and company policy.

    2. Substance Abuse.

             o   Employees should not be on Company premises or in the Company
                 work environment if they are under the influence of or affected
                 by illegal drugs, controlled substances used for nonmedical
                 purposes or alcoholic beverages. Consumption of alcoholic
                 beverages on Company premises is only permitted, with prior
                 management approval, for Company-sponsored events. All
                 employees are required to comply with the Company's policy on
                 drug and alcohol use, copies of which are distributed to
                 employees and are available from the Company's human resources
                 department upon request.

    3. Environment, Health and Safety.

             o   The Company and all employees shall strive to create a safe and
                 healthy work environment and to avoid adverse impact and injury
                 to the environment and communities in which the Company
                 conducts its business. In furtherance of this objective, the
                 Company and all employees shall seek to comply with all
                 applicable environmental and workplace health and safety laws
                 and

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                 regulations (as discussed under "Compliance with Laws, Rules
                 and Regulations").

    4. Firearms.

             o   The Company makes every effort to create a safe work
                 environment. As a result, any employee found to be carrying
                 firearms, ammunition or other dangerous weapons and/or
                 explosives will result in disciplinary action up to and
                 including termination.


I.  OUTSIDE ACTIVITIES.

    Employees should generally avoid any outside activity that reduces the
employee's productivity, causes frequent absences and/or tardiness or generally
interferes with the employee's work performance. If such interference occurs,
the employee may be reprimanded or even discharged.

    1. Political Involvement.

             o   Employees may spend their own time and funds supporting
                 political candidates and issues, running for public office or
                 serving as an elected official, but they will not be reimbursed
                 by the Company in any way for such time or their funds used for
                 such political activities. Employees are also expected to
                 ensure that their personal political contributions and
                 activities are in compliance with applicable law.

             o   Unless properly authorized, employees may not make any
                 political contribution as a representative of the Company.
                 Employees must obtain the prior approval of the Company to
                 lobby or authorize anyone else to lobby on the Company's
                 behalf.

    2. Public Service.

             o   The Company encourages employees to be active in the civic life
                 of their communities. However, when such service places an
                 employee in a situation that poses a conflict of interest with
                 the interests of the Company, such employee should consult with
                 their manager or supervisor and should disclose his or her
                 association with the Company to such civic organization or
                 other entity.

    3. Public Speaking and Media Relations.

              o   In all of the Company's dealings with the press and other
                  media, the Company's Investor Relations department shall be
                  the sole contact. Any requests from the media must be referred
                  to Investor Relations. In speaking on public issues generally,
                  employees shall speak only for themselves and shall not imply
                  or give the appearance that they are speaking on the Company's
                  behalf, unless properly authorized to do so by the Company.

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                                 ACKNOWLEDGMENT

    I acknowledge that I have reviewed and understand the Company's Code of
Conduct and Ethics (the "Code") and agree to abide by the provisions of the
Code.



Signature



Name (Printed or typed)



Position



Date