**ETHICAL CONDUCT POLICY** 

A.         Purpose and Name

Thepurpose of this policy is to document the standards for ethical conduct of allCompany employees, to establish appropriate procedures to prevent unethical andunlawful conduct and, if such conduct should occur, to detect it as soon aspossible and take immediate action as appropriate.  This policy shall bereferred to as the Company's "Ethical Conduct Policy."

B.         General Policy

Thelong-standing philosophy of the Company, recently reaffirmed by its Boardof Directors, is that all the Company's business dealings shall reflect highethical standards.  The Company expects all employees to use goodjudgment, high ethical standards and common honesty in all actions onbehalf of the Company; to avoid conflicts of interest and undue outsideinfluence upon their decisions and actions in the performance of work on behalfof the Company; and to refrain from involvement in situations that deprive theCompany of the full measure of their working time, attention to duties, andloyalty.

Apolicy of this type is necessarily general because it is impossible to describeall potentially unethical behavior, all circumstances that could arise, alllaws that may be relevant to the conduct of the Company's business, and allconditions that might be considered conflicts of interest.  Nevertheless, everyemployee is obligated to act in accordance with this Ethical Conduct Policy andis therefore obligated to seek an interpretation of the policy wheneverhe or she is in doubt as to the application of the policy to any circumstance,action, activity, or contemplated behavior. Such interpretations may be soughtfrom his or her supervisor, from the Human Resources Department, from theCompany's General Counsel or from any other member of the Company's managementappropriate in the circumstances.  In addition, every employee is obligatedto report any circumstance, action, activity or behavior which he or she suspectsmay be in violation of this policy.

Conflictsof interest are defined generally as circumstances that may give rise toactions contrary to the best interest of the Company or that may cause anemployee to fail to perform his or her job in an efficient, effective andimpartial manner.  The guidelines in this policy suggest types of relationshipswhich may result in conflicts of interest or raise questions as to the personalintegrity and ethical discharge of the functional responsibility of an employeeof the Company.  Employees are expected to exercise good judgment anddiscretion in evaluating any particular activity so as to avoid an actual orapparent conflict of interest.  While certain activities are prohibited by thispolicy, the policy is primarily one of *disclosure* for the protection ofboth the employee and the Company.

Certainsections of this policy refer to the employee's immediate family, whichincludes spouse, parent, sister, brother, or child, in each case whethernatural, adopted, "step" or "half."  The Company is aware that an employee maynot be able to control the activities of other members of his or her immediatefamily. Again, the policy is primarily one of disclosure.  Knowledge ofpotential conflicts may allow management to take steps to avoid or minimizefuture problems.

Itis not the Company's desire to discourage or limit the freedom of employees toengage in and maintain outside activities and interests that do not interferewith the performance of their duties for the Company. The Company is concernedonly when there is a possible conflict of interest.

C.         Application

Theprovisions of this policy apply to all employees of the Company.

D.         General Standards of Conduct

1.         The Company will compete vigorously to assure ourcustomers of the delivery of high‐quality products and services aseconomically as possible, and our shareholders of as high a long‐termreturn as possible, but will refrain from illegal, unfair, unethical or immoralbusiness practices in all business endeavors.

2.         No employee may take any action on behalf of theCompany that he or she knows or reasonably should know violates any applicablelaw or regulation.  This prohibition obviously applies to such activities askickbacks, bribery, falsehoods, misrepresentations and misleading omissions. Employees are urged to conduct their activities in such a manner as to complywith the "spirit" as well as the letter of this policy.  If an employee is indoubt as to whether a particular action would violate an applicable law orregulation, he or she should contact the General Counsel or, in his absence orat his discretion, another member of the Company's legal staff.

3.         No employee may offer, give or promise anything ofvalue to government officials or staff members.  For purposes of thisparagraph, the term "anything of value" includes, without limitation, anygifts, gratuities, favors, loans, expense reimbursements, cash and/or cashequivalents.  However, "anything of value" does not include a meal,entertainment or Company promotional item costing less than $50, provided thatthe government official or staff member involved has confirmed that he or sheis permitted by law to accept such meal, entertainment or promotional item. Any questions regarding application of this paragraph must be directed to theGeneral Counsel or, in his absence or at his direction, another member of theCompany's legal staff, before any meal, entertainment or promotionalitem is offered, given or promised.

4.         No Company employee is permitted to make any oral orwritten statement in any communication with government officials, agencies orstaff that the employee knows or reasonably should know is untrue ormisleading, including because of the omission of any material fact.  If anemployee has a question or concern about a statement provided or to be providedto a government official, agency or staff, the employee should confer with theGeneral Counsel or, in his absence or at his direction, another member of theCompany's legal staff, if possible prior to provision of suchstatement.  Any Company employee who has communicated or expects to communicatewith government officials, agencies or staff on any non‐routine matterinvolving the Company must report such communication (if possible, inadvance) to the General Counsel or, in his absence or at his direction, anothermember of the Company's legal staff.  "Non‐routine" communication doesnot include inquiries concerning publicly available information and the like.

5.         Employees are expected to discharge their duties andresponsibilities in such a manner as to merit public confidence in the Company.

6.         Whenever an employee has any doubt whether existingor contemplated activities could conflict with the Company's interest, theemployee is obligated to make a complete disclosure of the facts as outlined inthis policy.

7.         No employee shall make any misrepresentation of anykind or, through the omission of material facts, intentionally mislead anexisting or potential customer, supplier, vendor, contractor, lessee, lessor orother person or entity doing or considering doing business with the Company.

8.         Unless specifically permitted by the Company,no Company employee shall give, offer or promise anything of value (other thanpromotional items procured by the Company for distribution or a meal costing nomore than $100) to an agent or employee of an existing or potential customer,vendor, supplier, contractor, consultant, lessee, lessor or other person orentity doing or considering doing business with the Company, with the motive orintent of obtaining a benefit for the Company or himself or herself.  Forpurposes of this paragraph, "anything of value" includes, without limitation,gifts, gratuities, favors, loans, travel and entertainment of more than nominalvalue (*i.e.*, costing no more than $100).  Under no circumstances shallCompany employees give, offer or promise cash or cash equivalents.

E.         Specific Guidelines andStandards

1.         Outside Activities

Employeesmay engage in outside work and activities provided the following conditions aremet:

a.         Unless specifically permitted by the Company,employees cannot work for or receive remuneration from, or otherwise engage in activitieswhich creates an actual or apparent conflict of interest with, an existing orpotential customer, vendor, supplier, contractor, consultant, lessee, lessor orother person or entity doing or considering doing business with the Company.

b.         Employees may not help another person or entity toobtain or perform any business with or for the Company in any manner that wouldgive such person or entity an unfair advantage over other parties similarlysituated.

c.         Employees may not engage in outside employment, self‐employment,or other outside activity not compatible with the full and proper discharge ofthe duties and responsibilities of their employment for the Company.  Incompatibleactivities include, but are not limited to, the following:

(1)        acceptance of a fee, compensation, gift, payment ofexpenses or any other thing of value in circumstances in which acceptance maycreate an actual or apparent conflict of interest; or

(2)        outside activities that tend to impair theemployees' mental or physical capacity to perform their duties andresponsibilities for the Company in an acceptable manner.

d.         "Exempt" employees (*i.e.*, employees exemptfrom overtime pay) who intend to engage in outside employment, self‐employmentor other outside activity described in paragraph E.1.c above are obligatedto make a complete disclosure of pertinent facts as provided below in thispolicy.  Disclosure should be made prior to the employment or activity;however, in the unlikely event that prior disclosure is not reasonablypossible, disclosure shall be made as soon as reasonably possible. Disclosurewill not necessarily imply authorization by the Company to engage in thedisclosed employment or activity. Should the Company consider the disclosedactivity to be an actual or potential conflict of interest, it may require theaffected employee to refrain from such activity.

e.         Officers and division heads must obtain priorwritten permission of the President, with a copy being forwarded to theDirector of Human Resources, prior to undertaking any employment, self‐employmentor outside activity described in paragraph E.1.c above.

f.          When a member of the immediate family of an exemptemployee is employed by a customer, vendor, supplier, contractor, consultant,lessee or lessor of the Company, such employee shall report that employment inaccordance with this policy.  In the vast majority of cases, such employmentwill not represent a conflict of interest, but full disclosure is required toprotect the employee, his or her family and the Company against the appearanceof a conflict of interest.

2.         Gifts,Entertainment and Favors

Subjectto the exceptions below, no employee shall solicit or accept, directly orindirectly, any gift, gratuity, favor, entertainment, loan, expensereimbursement, cash, cash equivalent, promotional item or other thing of value(including travel, entertainment and purchase at discount or reduced prices)from an existing or potential customer, vendor, supplier, contractor,consultant, lessee, lessor or other person or entity doing or considering doingbusiness with the Company.

Thefollowing are exceptions to the above restrictions:

a.                  An employee may acceptfood, refreshments, travel and entertainment that is of a "non‐lavish ormodest nature"; *i.e*., that has a cost not exceeding $100.  Food, travel,refreshments and entertainment with a cost exceeding $100 are not necessarilyprohibited, but must be disclosed as provided in this policy.  Such disclosureshall be made prior to acceptance if reasonably possible, or if not, as soon aspossible.  Such disclosure should indicate an estimated value of the food,refreshments, travel and entertainment received. 

b.         An employee may accept unsolicited gifts,advertising, promotional materials or other items of "nominal value"; *i.e.*,of a cost not exceeding $100.  Such items having a value or cost of more than$100 must be disclosed promptly as provided in this policy.  Cash and cashequivalents may not be accepted in any amount.

c.         An employee may purchase articles at a discount oradvantageous rate if the relationship between such employee and theseller or other party arranging the discount or advantageous rate is such thatthe discount or advantageous rate could not be construed to be an effort by theseller or other party to gain special or preferential treatment from suchemployee or the Company.

d.         An employee may accept loans on customary terms frombanks or other financial institutions, notwithstanding any relationship betweenthe Company and such banks or institutions.

Employeesare expected to use good judgment and discretion in dealings with any existingor potential customer, vendor, supplier, contractor, consultant, lessee, lessoror other person or entity doing or considering doing business with the Companyso as to avoid even the appearance of favoring or giving an advantage toany such party over a competitor.

3.         Antitrust and FairTrade Practices

Aspart of the Company's overall policy of requiring compliance with law, itrequires all employees to fully comply with federal and state antitrustand fair trade laws at all times. Therefore, all Company employees mustfamiliarize themselves with the requirements and prohibitions set forth in thispolicy and comply with them.

a.         Relationship with Competitors

(1)        All employees are absolutely prohibitedfrom entering into or continuing any agreement with a competitor concerningprices, costs, or terms and conditions of sale for any product sold by theCompany or the competitor; provided, however, to the extent approved by theGeneral Counsel, this absolute prohibition does not apply to sales made tocompetitors, product swaps with competitors, purchases from competitors andjoint marketing efforts with competitors.  Even attempts to enter intoprohibited agreements are unlawful and absolutely prohibited.  Proof ofactual or attempted unlawful agreements is usually based on seemingly harmlessstatements that, standing alone, fall short of agreement.  To avoid anysuggestion that you are entering or attempting to enter into unlawfulagreements, employees must have no communication of any sort with anyemployee, agent or representative of a competitor regarding prices, costs orterms and conditions of sale for any product sold by the Company or thecompetitor, except as approved in advance by the General Counsel.

(2)        All employees are absolutely prohibited fromentering into or continuing any agreement with a competitor concerningproduction levels, product quality or research, or customers, products orterritories to be served by the Company or the competitor.  Proof of actual orattempted unlawful agreements is usually based on seemingly harmless statementsthat, standing alone, fall short of agreement.  To avoid any suggestion thatyou are entering or attempting to enter into unlawful agreements, employeesmust have no communication of any sort with any employee, agent orrepresentative of a competitor regarding production levels, product quality orresearch, or customers, products, or territories to be served by the Company orthe competitor.

(3)        Agreements between or among competitors to limit ornot to transact business with a particular buyer or seller are often found toviolate the antitrust laws.  Therefore, no employee may communicate witha competitor regarding such topics, even though the employee does not intend tosuggest or enter into an agreement with the competitor, without prior approvalof the General Counsel.

b.         Sales Practices

(1)        Company employees may not engage in "tying" in whicha customer or distributor is required to purchase one product from the Companyin order to be able to purchase some other separate product sold by theCompany.

(2)                Employees may not enterinto agreements with independent dealers that limit the price at which thedealer may resell products purchased from the Company.  Agreements as tominimum resale prices are strictly prohibited.  Agreements as to maximum resaleprices are prohibited.

(3)                Except to meetcompetition, employees may not make reasonably contemporaneous offers forsimilar products at different prices to customers that compete with each otherwithout first consulting with the General Counsel or, in his absence orat his direction, another member of the Company's legal staff.

(4)        Without the prior approval of the General Counsel,employees may not offer promotional allowances, service charges, handling feesor other terms to customers unless the same are made available to competingcustomers on a "proportionately equal" basis.

(5)        Without the prior approval of the General Counsel,employees may not provide services or facilities connected with the processing,handling, sale or offering for sale of any product unless the same are madeavailable to competing customers on a "proportionately equal" basis.

(6)        Employees may not pay brokerage or commissions toany person or entity except for *bona fide* payments for servicesrendered.

(7)        Employees may not terminate a relationship with orrefuse to sell to a distributor without first consulting with the GeneralCounsel, or in his absence or at his direction, another member of the Company'slegal staff.

(8)        Employees may not engage in below‐cost pricingor other strategic decisions for the purpose of harming competitors.

4.         FinancialInterests

Aconflict of interest could exist whenever an employee or a member of anemployee's immediate family has a financial interest in a business,organization or entity that, directly or indirectly, is an existing orpotential supplier, customer, competitor, contractor, vendor, lessee or lessorof the Company.  While such a financial interest is not necessarily prohibited,every employee is responsible for reporting any such financial interest forpermission or a determination that no conflict of interest exists.

Exceptionsfrom Reporting Requirements:  Two common types of ownership situations whichare definitely permissible and do not represent a conflict of interest and donot need to be reported are:

a.         Ownership, including stock or other securities, ofcompanies other than the Company which are publicly traded.

(However,officers, general managers, and certain management personnel, because of theirjob duties, will be requested to report ownership of such publicly traded stockin excess of a specific amount.)

b.         Financial interest in a *bona fide* farmingoperation which purchases the Company's products.

Ownershipof other stocks or securities or other interests are not necessarilyprohibited. However, employees are responsible for determining whether aconflict or a potential conflict of interest exists and for making a full andcomplete disclosure of pertinent facts in writing in accordance with thispolicy.

5.         ConfidentialInformation

Exceptwith the prior written consent of the Company, no employee may use proprietaryor confidential information of the Company (or any related entity) for anypurpose not specifically authorized by the Company, for direct or indirectpersonal gain, for the benefit of any current or future employer, or for thebenefit of any business, organization or entity in which the employee or amember of his or her immediate family has a financial interest, nor may anyemployee disclose any information as to which the employee or the Company hasan obligation of secrecy for the benefit of any outside party.  Companyemployees will not use improper or illegal means of gathering information abouta competitor.  Theft, illegal entry and electronic eavesdropping are obviouslyunacceptable means of searching for competitive intelligence.  No employee maycommission a third party to commit any act the employee himself is prohibitedfrom committing. Also, employees are prohibited from disclosing to outsiders orfellow employees any information not commonly known or readily available to thepublic, unless such outsiders or fellow employees perform services for theCompany which require knowledge of such information and such disclosureis otherwise permissible.

6.         Trading in Stockof Mississippi Chemical Corporation

Federaland state securities laws and regulations make it a criminal offense to tradein a security based upon material, non‐public information concerning thesecurity or the entity which issued the security.  Securities include bothstocks and bonds.  "Material" has been variously defined, but for purposes ofthis policy means information which would affect a reasonable investor'sdecision to buy or sell the security or the price at which he or she would bewilling to do so.  "Non‐public" information includes confidential orproprietary information, as well as information which will be published, suchas financial results, but which has not yet been made available to the public. Whether information is non‐public or material will almost always dependupon the context within which it falls.

Noemployee or member of an employee's immediate family is permitted to buy orsell any security, including securities issued by the Company, based uponmaterial, non‐public information learned by the employee during thecourse of his or her employment with the Company.  Consequently, any employeewho possesses material, non‐public information concerning the Company ora related entity (a) may not sell or buy securities of the Company and (b) maynot disclose such information to another person for the purpose of allowingthat person to sell or buy securities of the Company based on suchinformation.  Any employee with questions concerning this policy or itsapplication to a particular situation should consult with the General Counselor, in his absence or at his direction, with another member of the Company'slegal staff, before any such buying, selling or disclosure occurs.

Officersand other management personnel from time to time named by the General Counselmust obtain prior clearance from the General Counsel or, in his absenceor at his direction, with another member of the Company's legal staff, beforebuying or selling securities of the Company.

Officers,division heads and employees responsible for preparing accounting reportsdisclosing the quarterly and annual results of the Company are prohibited frombuying or selling stock of the Company during the period that such reports arebeing prepared and are not yet disclosed publicly.

7.         Representation of the Company

Statementsto the press, information and speeches, and other communications in the name ofthe Company or a related entity, or which could be interpreted as being issuedin the name of the Company or a related entity, must be cleared with theCommunications Department and the General Counsel prior to release.  Allinquiries from the press should be referred to the Communications Departmentor, when appropriate, to Investor Relations.  The Company's name may not bepublicly identified with any person, organization or political activity withoutauthorization from an appropriate division head or other designated member ofsenior management.  Any employee with a question concerning this policy or itsapplication to a particular situation should obtain guidance from the GeneralCounsel or, in his absence or at his direction, from another member of theCompany's legal staff prior to any activity described in this paragraph.

8.         Self‐Dealing

Noemployee is permitted to engage in personal business, transactions or financialactivities with the aim or result of personal gain at the expense of theCompany or because of Company activities.  (For example, an employee may notacquire property that he or she knows may be of interest to the Company.) Activities by a member of an employee's immediate family can also constitute aconflict of interest in the form of "self‐dealing."  That is, an employeeis not permitted to do indirectly (such as through a family member) what he orshe is prohibited from doing directly.

Anyemployee with any questions about this policy or its application to aparticular situation is obligated, prior to any activity that may constitute aconflict of interest or act of self‐dealing, to obtain clearance from theGeneral Counsel or, in his absence or at his direction, from another member ofthe Company's legal staff.

Employees'acquiring, selling and/or dealing in surplus property of the Company is underthe purview of the Company's Purchasing Department.

9.         Political Contributions or Political Office andPolitical Activities

Noemployee is permitted, directly or indirectly, to make a political contributionwith funds of the Company or an affiliate or to make a political contributionin the name of the Company or an affiliate.  The Company does not discourageparticipation in outside political activity or the holding of political officeso long as such activity is an individual effort and no connection between theCompany or an affiliate and the activity is expressed or implied.  The Companymay require an employee to affirmatively and publicly disavow any connectionbetween his political activities and the Company or an affiliate.

10.        OutsideOrganizations and Activities

Officersof the Company may not serve as a director, consultant or agent of anyunaffiliated for‐profit organization without prior written approval ofthe President.  In addition, such officers must promptly inform the Presidentof their acceptance of service as a director, consultant or agent of any non‐profitorganization.

OtherCompany employees shall exercise good judgment in accepting duties with otherorganizations, whether non‐profit or for‐profit, to ensure that noactual or apparent conflict of interest exists.  Any employee with questionsabout this policy or its application to a particular situation is obligated toobtain clearance from the General Counsel or, in his absence or at hisdirection, from another member of the Company's legal staff, preferably priorto the relevant service.

11.        Reporting andLegal Advice

Every employee is responsible for ensuring thathis or her conduct conforms with applicable law and this policy.  Whenever anemployee has a question concerning this policy or its application, suchemployee is obligated to obtain appropriate advice from his or hersupervisor, from the Human Resources Department, from the Company's GeneralCounsel or from any other member of the Company's management appropriate in thecircumstances.

Whena conflict of interest or potential conflict of interest does develop, and whenreporting is otherwise required by this policy, the employee must disclosepromptly and fully all pertinent facts, the questionable as well as theobviously objectionable.  Such disclosure may be oral or in writing; however,an oral disclosure must promptly be put in writing, whether by the employee orby a person with authority under this policy to approve the particularactivity, interest or situation disclosed.  In any event, once a writtendisclosure is created and whether or not the particular activity, interest orsituation disclosed is approved, a copy must be forwarded to theDirector of Human Resources or his designee, who will be responsible forplacing the record in the personnel file of the employee and notifying anyother officers or employees who have a need to be aware of the disclosure.  TheDirector of Human Resources or his designee will have the same responsibilitywith respect to the written response to such disclosure, which may be anotation by the Director of Human Resources or his designee or a document createdby a person with authority under this policy to approve the particularactivity, interest or situation disclosed.  In many instances the particularactivity, interest or situation disclosed will not constitute a conflict ofinterest or will be approved under this policy; in other cases, an employee maybe required to forego participation in such activity, interest or situation, todispose of an outside interest or to take other measures to eliminate anexisting or potential conflict.

12.       Code of Ethics for SeniorFinancial Officers

This Ethical Conduct Policy is applicable toall employees. The Company's Senior Financial Officers are bound by theprovisions set forth herein.  In addition to the Ethical Conduct Policy, theCompany's senior financial officers are subject to a Code of Ethics for SeniorFinancial Officers.  The Code of Ethics for Senior Financial Officers has beenadopted by the Board of Directors of the Company to promote honest and ethicalconduct, proper disclosure of financial information in the Company's periodicreports, and compliance with applicable laws, rules, and regulations.

a.          Applicability

As used in this Code, the term SeniorFinancial Officer means the Company's Chief Executive Officer, Chief FinancialOfficer, and all other officer‐, director‐, and manager‐levelemployees who have accounting or financial statement preparationresponsibilities.

b.         Principlesand Practices

In performing his or her duties, each of theSenior Financial Officers must:

(1)         maintain high standards of honestand ethical conduct and avoid an actual or apparent conflict of interest asdefined in the Company's Ethical Conduct Policy;

(2)         report to the Audit Committee ofthe Board of Directors any conflict of interest that may arise and any materialtransaction or relationship that reasonably could be expected to give rise to aconflict;

(3)         provide, or cause to beprovided, full, fair, accurate, timely, and understandable disclosure inreports and documents that the Company files with or submits to the Securitiesand Exchange Commission and in other public communications;

(4)         comply and take all reasonableactions to cause others to comply with applicable governmental laws, rules, andregulations; and

(5)         promptly report violations ofthis Code to the Audit Committee of the Board of Directors.

c.          Waiver

Any request for a waiver of any provision ofthis Code must be in writing and addressed to the Audit Committee of the Boardof Directors.  Any waiver of this Code will be disclosed promptly on Form 8-Kor any other means approved by the Securities and Exchange Commission.

d.         Complianceand Accountability

The Audit Committee of the Board ofDirectors will assess compliance with this Code, report material violations tothe Board of Directors, and recommend to the Board or Directors appropriateaction.

13.       Record Keeping

TheCompany requires honest and accurate recording and reporting of information tomake responsible business decisions.

Manyemployees regularly use business expense accounts, which must be documented andrecorded accurately.  If you are not sure whether a certain expense islegitimate, ask your supervisor or your local Human Resources Manager.  Rulesand guidelines are available from the Accounting Department.

Allof the Company's books, records, accounts, and financial statements must bemaintained in reasonable detail, must appropriately reflect the Company'stransactions, and must conform both to applicable legal requirements and to theCompany's system of internal controls.  Unrecorded or "off the books" funds orassets should not be maintained.

In business records and communicationsemployees should avoid exaggeration, derogatory remarks, guesswork, orinappropriate characterizations of people and companies that can bemisunderstood.  In addition, employees should be aware that communicationsintended to be private can become public in certain circumstances, resulting inpotential embarrassment and legal liability to the Company and the employee. This applies equally to e-mail, internal memos, and formal reports. Recordsshould always be retained or destroyed according to the Company's recordretention policies. In accordance with those policies, in the event oflitigation or governmental investigation, please consult the Company's GeneralCounsel.

F.         Enforcement and Implementation

1.         The General Counsel has overall responsibility forthe interpretation and enforcement of this Ethical Conduct Policy.  Inperforming these functions, the General Counsel may consult with the Directorof Human Resources, Corporate Audit, the corporate officers, and the plantgeneral manager.

2.         The Vice President‐Administration, with aid asneeded from the office of the General Counsel, is responsible for (a) ensuringthat all employees participate in appropriate training programs concerning hispolicy, (b) disseminating publications that inform employees of this policy,and (c) ensuring that all employees acknowledge receipt and understanding ofthe Company's Ethical Conduct Policy as required below.

3.         Each manager is responsible for monitoring his orher areas of responsibility to ensure compliance with the Company's EthicalConduct Policy.  In addition, each level of supervision is expected to ensurethat the policy is communicated to the employees he or she supervises and tomake such employees available from time to time for participation in trainingprograms related to this policy.

4.         The Company's Manager of Corporate Audit reportsdirectly to the Vice President‐Administration and separately to theAudit Committee of the Company's Board of Directors. The Corporate AuditDepartment ("Corporate Audit") has a right of access to any and all Companydocuments and records at its request, and no employee will be permittedto bar Corporate Audit from any document or record.  Corporate Audit's scope ofwork includes reviewing compliance with Company policies, including the EthicalConduct Policy, and with laws and regulations, as well as a review of theeffectiveness of the Company systems to ensure compliance therewith.  The GeneralCounsel and the Manager of Corporate Audit will consult from time to timeregarding the audit plan with respect to Company compliance matters, and theGeneral Counsel may request the assistance of Corporate Audit in reviewingemployee compliance with this Ethical Conduct Policy and applicable law.

5.         Each employee is responsible for ensuring his or herown compliance with this policy and for obtaining legal or other advicenecessary for compliance.

6.         Violation of this Ethical Conduct Policy may resultin disciplinary action up to, and including, termination of employment.

7.         Each employee will be required to acknowledge inwriting annually that he or she has received a copy of, read, understands, andagrees to comply with this policy and is then in compliance with this policy. Such acknowledgment will be on a form provided by the Company.  Failure toprovide such written acknowledgment or failure to take the actions necessaryfor such acknowledgment to be truthful will generally be considered a violationof this policy.

8.         Every employee is obligated to report suspectedviolations of this Ethical Conduct Policy and of applicable laws, regulationsand other policies referred to in this policy.  Employees are encouraged toreport such suspected violations to their supervisors; however, any employeewho chooses may report suspected violations to the General Counsel or any othermember of Company management.

Allreports of suspected violations will be promptly investigated and treatedconfidentially in accordance with the Company's legal obligations and the needsof the investigation. Employees are expected to cooperate with anyinvestigation.

9.         No employee will be retaliated against for reportingto the Company in accordance with this policy what he or she suspects in goodfaith to be a violation of this Ethical Conduct Policy and laws, regulationsand other policies referred to in this policy.    Any employee who believes heor she has been retaliated against for making such a report should inform hisor her supervisor or the General Counsel immediately.  Employees who violatethis non‐retaliation policy will be subject to disciplinary action up to,and including, termination of employment.

10.        When considering the promotion of a Companyemployee, the Company will consider the employee's past compliance with thisEthical Conduct Policy, applicable laws and regulations, and other policies andprocedures of the Company.  In considering an applicant for employment, theCompany will conduct reference checks that will make inquiry concerning anyapplicant history of violating the law or other unethical behavior.  TheGeneral Counsel will periodically consult with the Human Resources Departmentto ensure that such inquiries are performed and, when appropriate, to suggestany additional screening devices for applicants for jobs that possesssubstantial discretionary authority.

11.        The existing Company Corporate Environmental Programand Corporate Safety Program are incorporated herein by reference.  To theextent any conflict exists between this policy and those programs, this policyshall control.