Halliburton Company and Subsidary Companies Code of Business Conduct

General Policy Regarding Laws and Business Conduct

* PURPOSE
* DEFINITIONS
* POLICY
o A. Standards of Conduct.
o B. Administration of Code of Business Conduct.
+ Scope of Code of Business Conduct.
+ Allocations of Responsibility.
+ Delegation of Substantial Discretionary Authority.
+ Communication of Policies.
+ Monitoring and Auditing.
+ Reporting System.
+ Investigation of Violations.
+ Disciplinary Measures.

Equal Employment Opportunity - United States Operations

* PURPOSE
* POLICY
* PROCEDURE

Conflicts of interest

* PURPOSE
* POLICY
* PROCEDURE

Internal Accounting Controls, Procedures and Records
Sensitive Transactions
Commercial Bribery
International Business Relationships
Use and Public Disclosure of Inside Information
Information of a Confidential or Proprietary Nature
Export Administration and International Economic Sanctions
Boycotts Outside the United States

* PURPOSE
* POLICY
* PROCEDURE

Political Contributions

* PURPOSE
* POLICY
* PROCEDURE

Antitrust Laws
Health, Safety And Environment

* PURPOSE
* POLICY
* PROCEDURE

Defalcation Misappropriation and Similar Irregularities (Fraud)
***ual Harassment- United States Operations

* PURPOSE
* POLICY
* PROCEDURE

United States Federal Government Contracting



General Policy Regarding Laws and Business Conduct

PURPOSE:

The Code of Business Conduct of Halliburton Company contains the specific Corporate Policies adopted by the Board of Directors that relate to the legal and ethical standards of conduct of employees and agents of the Company. The Corporate Policies listed in the index set forth in Corporate Policy 3-0000 constitute the Code of Business Conduct and govern the conduct of business by the Company.

The purpose of this General Policy Regarding Laws and Business Conduct is to provide a general statement regarding the Company's expectations as to the legal and ethical nature of conduct of the Company's employees and agents while acting on the Company's behalf and to provide for the administration of the Company's Code of Business Conduct.

Moreover, this Corporate Policy is intended to enhance the qualifications of the Code of Business Conduct as a program that, under the United States Sentencing Guidelines, is reasonably designed, implemented and enforced so as to be generally effective in preventing and detecting criminal conduct.

DEFINITIONS:

As used in the Code of Business Conduct:

"Company" means Halliburton Company, a Delaware corporation, its divisions, subsidiaries, and successors.

"Executive Committee" means the Executive Committee of the Company.

"High Level Personnel" means individuals who have substantial control over the Company or who have a substantial role in policy-making within the Company, including directors, executive officers and individuals in charge of a major business or functional unit of the Company, such as sales, administration or finance.

"Laws" means laws and rules and regulations of governmental agencies and authorities.

POLICY:

A. Standards of Conduct.

It is the Company's policy to observe and comply with all Laws applicable to it or the conduct of its business wherever located. In some situations the applicable Law of the United States may conflict with the applicable Law of another country. In such cases the Company will endeavor to resolve such conflict following the guidance of its Law Department. Where such a conflict cannot be resolved, the applicable Law of the United States will be observed and complied with by the Company.

The Code of Business Conduct applies to agents of the Company as well as its employees. However, in the case of agents whose activities are wholly outside the United States, Corporate Policy No. 3-0007 establishes the policies and procedures to be observed with respect to such agents.

The Code of Business Conduct sets forth specific Corporate Policies governing the conduct of the business of the Company. These policies were developed and are intended to be applied in good faith with reasonable business judgment to enable the Company to achieve its operating and financial goals within the framework of the Law.

It is the personal responsibility of each employee and agent of the Company to adhere to the standards and restrictions, whether imposed by Law or the Code of Business Conduct, applicable to his or her assigned duties and responsibilities and to conduct himself or herself accordingly. Such standards and restrictions require each employee and agent to avoid any activities which would involve the Company in any practice which is not in compliance with the Code of Business Conduct. Any employee or agent who does not adhere to such standards and restrictions is acting outside the scope of his or her employment or agency.

Beyond legal compliance, all Company employees and agents are expected to observe high standards of business and personal ethics in the discharge of their assigned duties and responsibilities. This requires the practice of honesty and integrity in every aspect of dealing with other Company employees, the public, the business community, stockholders, customers, suppliers and governmental and regulatory authorities. It is the policy of the Company not to discriminate against employees, stockholders, directors, officers, customers or suppliers on account of race, color, age, ***, religion or national origin except as may be required by applicable Law. All of such persons shall be treated with dignity and respect and they shall not be unreasonably interfered with in the conduct of their duties and responsibilities.

B. Administration of Code of Business Conduct. The Code of Business Conduct of the Company shall be administered as follows:

1. Scope of Code of Business Conduct.

The Executive Committee shall, periodically, in light of the experience of the Company, review the Code of Business Conduct, and when necessary or desirable, make recommendations to the Board of Directors (i) to ensure its continued conformance to applicable Law, (ii) to ensure that it meets or exceeds industry standards, and (iii) to ensure that any weaknesses revealed through monitoring, auditing and reporting systems are eliminated or corrected.
2. Allocations of Responsibility.

The Executive Committee shall be responsible for the administration of the Code of Business Conduct. The Executive Committee shall establish such procedures as it shall deem necessary or desirable in order to discharge this responsibility. Such procedures shall provide for obtaining advice of legal counsel where appropriate. In discharging these responsibilities, the Executive Committee may delegate authority to such committees, officers and other employees and may engage such agents and advisors as it shall deem necessary or desirable.
3. Delegation of Substantial Discretionary Authority.

No employee of the Company shall delegate substantial discretionary authority to any individual who such employee knows, or through the exercise of due diligence should know, has a propensity to engage in illegal activities.
* a. For this purpose, persons with "substantial discretionary authority" include (i) High-level Personnel, (ii) individuals who exercise substantial supervisory authority, such as a plant manager or a sales manager, and (iii) any other individuals who, although not a part of the Company's management, nevertheless exercise substantial discretion when acting within the scope of their authority (for example, an individual with authority to negotiate or set price levels or an individual authorized to negotiate or approve significant contracts).

b. The Executive Committee, in administering the Code of Business Conduct, shall consider, adopt and promulgate guidelines regarding procedures to ascertain a "propensity to engage in illegal activities".
4. Communication of Policies.

To ensure the continued dissemination and communication of the Code of Business Conduct, the Executive Committee shall take, or cause to be taken, reasonable steps to communicate effectively the standards and procedures included in the Code of Business Conduct to employees and agents of the Company.
5. Monitoring and Auditing.

The Executive Committee shall take reasonable steps to monitor and audit compliance with the Code of Business Conduct, including the establishment of monitoring and auditing systems that are reasonably designed to detect conduct in violation of the Code of Business Conduct by employees and agents of the Company.
* (1) To the extent so directed by the Executive Committee, the information developed by the Company's independent accountants in performing their engagement by the Company and by its internal auditors in the performance of their assigned responsibilities shall be made available to the Executive Committee in its capacity as administrator of the Code of Business Conduct as a means of monitoring and auditing compliance with the Code of Business Conduct.

(2) To the extent so directed by the Executive Committee, the results of the periodic health, safety and environmental audits and export administration audits of the Company's facilities shall be made available to the Executive Committee in its capacity as the administrator of the Code of Business Conduct as a means to monitor and audit compliance with the Code of Business Conduct.

Executive Committee - The General Counsel shall report to the Audit Committee of the Board of Directors, at least once each year, regarding the general effectiveness of the Code of Business Conduct. The Chief Health, Safety and Environmental Officer shall report to the Environment, Health and Safety Committee of the Board of Directors at least once each year regarding the environmental, health and safety performance of the Company as it relates to the Code of Business Conduct.
6. Reporting System.

The Executive Committee shall establish a reporting system that will allow violations of the Code of Business Conduct to be reported and acted upon by officers or other employees of the Company with sufficient authority to deal objectively with the reported matters. The existence and nature of the reporting system shall be communicated to all employees and, to the extent appropriate, to agents of the Company. It shall be a violation of this Corporate Policy to intimidate or impose any form of retribution on any employee or agent who utilizes such reporting system in good faith to report suspected violations (except that appropriate action may be taken against such employee or agent if such individual is one of the wrongdoers).
7. Investigation of Violations.

If, through operation of the Company's compliance monitoring and auditing systems or its violation reporting systems or otherwise, the Company receives information regarding an alleged violation of the Code of Business Conduct, the person or persons authorized by the Executive Committee to investigate alleged violations of the Code of Business Conduct shall, as appropriate, in accordance with procedures established by the Executive Committee:
* (1) evaluate such information as to gravity and credibility;

(2) initiate an informal inquiry or a formal investigation with respect thereto;

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

(4) make the results of such inquiry or investigation available to the Board of Directors or the Executive Committee for action (including disciplinary action by the Executive Committee); and

(5) recommend changes in the Code of Business Conduct necessary or desirable to prevent further similar violations.

The Company may disclose the results of investigations to law enforcement agencies.
8. Disciplinary Measures.

The Company shall consistently enforce its Code of Business Conduct through appropriate means of discipline. Pursuant to procedures adopted by it, the Executive Committee shall determine whether violations of the Code of Business Conduct have occurred and, if so, shall determine the disciplinary measures to be taken against any employee or agent of the Company who has so violated the Code of Business Conduct.

The disciplinary measures, which may be invoked at the discretion of the Executive Committee, include, but are not limited to, counseling, oral or written reprimands, warnings, probation or suspension without pay, demotions, reductions in salary, termination of employment and restitution.

Persons subject to disciplinary measures shall include, in addition to the violator, others involved in the wrongdoing such as (i) persons who fail to use reasonable care to detect a violation, (ii) persons who if requested to divulge information withhold material information regarding a violation, and (iii) supervisors who approve or condone the violations or attempt to retaliate against employees or agents for reporting violations or violators.
9. Documentation. Subject to the applicable document retention program, the Company shall document its compliance efforts and results to evidence its commitment to comply with the standards and procedures set forth above.

Equal Employment Opportunity - United States Operations

PURPOSE:

This policy establishes and communicates the Company's policy regarding equal employment opportunity for the Company's operations governed by United States Law.

POLICY:

1. The Company will, in all its operations and employment practices comply with applicable United States and local Law governing equal employment opportunities to assure that there is no unlawful discrimination against any employee or applicant.
2. With respect to operations governed by United States Law, this policy relates to all phases of employment, including without limitation, recruitment, hiring, placement, promotion, transfer, compensation, benefits, training, educational, social and recreational programs and the use of Company facilities. It covers all other personnel actions in all job categories and at all levels, including employment of qualified handicapped individuals, disabled veterans and veterans of the Vietnam era. It is intended to provide employees with a working environment free of discrimination, harassment, intimidation or coercion relating directly or indirectly to race, color, religion, ***, age or national origin.
3. Periodic reviews of personnel practices and actions are to be conducted by appropriate employees to ensure compliance with the Law in this vitally important area of management responsibility.
4. All members of management and employees shall actively support this Corporate Policy. All actions and decisions taken by members of management and their subordinates shall be consistent with this Corporate Policy and in furtherance of it.

PROCEDURE:

An employee who believes she or he has been or is being subjected to discrimination should bring this matter to the attention of his/her immediate supervisor, department head, Director of Employee Relations, the Company's Vice President - Human Resources or the General Counsel. An employee who believes discrimination has occurred or is occurring should report such conduct to one of the above persons regardless of the position of the offending person (e.g., manager, supervisor, fellow employee, customer, etc.). If a complaint of discrimination is received by any manager or supervisor, the manager or supervisor shall report the complaint immediately to the Company's Vice President - Human Resources or such officer's designee. Nothing in this policy requires any employee complaining of discrimination to present the matter to the person who is the subject of the complaint.

All complaints of discrimination will be promptly investigated. The privacy of the persons involved will be protected, except to the extent necessary to conduct a proper investigation. If the investigation substantiates the complaint, immediate corrective action designed to stop the discrimination and prevent its reoccurrence will be taken.

An employee who believes he or she has been or is being subjected to discrimination, or who believes he or she has observed discrimination, and who reports the matter pursuant to this policy shall not be retaliated against or adversely treated because of the making of the report.

Conflicts of interest

PURPOSE:

This policy establishes guidelines and procedures regarding timely and proper disclosure of possible conflicts of interests which an employee may have in connection with job duties and responsibilities in order that management may review and approve each situation as necessary to protect the best interests of the Company and its responsibilities as a public company.

POLICY:

1. The Company prohibits conflicts of interest unless specifically approved by the Executive Committee or its designee as provided below.
2. The Company has always been concerned with outside business interests of its employees that might possibly conflict with the interests of the Company. An adequate definition of what constitutes a conflict of interest is most difficult. The minimum standard is that required by law. However, there are certain situations which the Company will always consider to be conflicts of interest. These occur if the employee or any other person having a close personal relationship with the employee:
* a. obtains a significant financial or other beneficial interest in one of the Company's suppliers, customers or competitors without first notifying the Company and obtaining written approval from the Executive Committee or its designee;

b. engages in a significant personal business transaction involving the Company for profit or gain, unless such transaction has first been approved in writing by the Executive Committee or its designee;

c. accepts money, gifts of other than nominal value, excessive hospitality, loans or other special treatment from any supplier, customer or competitor of the Company (loans from lending institutions at prevailing interest rates are excluded);

d. participates in any sale, loan or gift of Company property without obtaining written approval from the Executive Committee or its designee; or

e. learns of a business opportunity through association with the Company and discloses it to a third party or invests in the opportunity without first offering it to the Company.

"Person having a close personal relationship with the employee" refers to the employee's spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, any person living in the same home with the employee or any business associate of the employee.

Outside directorships may create a conflict of interest situation. The Company's policy concerning outside directorships is stated in Corporate Policy No. 3-0500.

The use of Company property or obtaining of Company services for personal benefit may create a conflict of interest situation. The Company's policy on these matters is stated in Corporate Policy No. 3-0405.
3. The Company shall have on file a certificate of compliance from each employee who can direct or influence the use or disposition of any significant amount of funds or other assets of the Company. The disclosure of a financial or other beneficial interest does not mean that the Company will deem it significant or substantial enough to be prohibited. Each case will be decided on an individual basis.
4. The Director - Internal Audit of the Company will be responsible for obtaining annually a completed copy of a certificate of compliance from all employees subject to this requirement. The Director - Internal Audit will also be responsible for notifying the Executive Committee and the Audit Committee of the Board of Directors that such certificates are on file as well as for notifying the Committees when significant exceptions are reported.

PROCEDURE:

1. A completed certificate of compliance will be obtained annually from all employees subject to this requirement. In any instance where the number of key employees makes this requirement burdensome, certificates may be obtained from key employees during the months which include their employment anniversary dates or on such other schedule as may be approved in writing by the Executive Committee.
2. The completed certificates will, subject to the Company's policy on document retention, be retained on file in hard copy, electronic format, microfilm or other media by the Director - Internal Audit and a written report setting forth any exceptions included in such reports will be furnished to the Executive Committee no later than January 15 of each year.
3. Certificates of compliance will be completed by all employees upon becoming subject to the standard stated in Policy paragraph 2 above. Supplemental and annual reports for such employees will be obtained as set forth in Procedure paragraph 1 above.
4. The certificate of compliance selection and reporting process will be reviewed annually by the Director - Internal Audit for adequacy and compliance with this policy.
5. Results of the reporting process and the nature of significant exceptions, if any, will be communicated annually to the Executive Committee and to the Audit Committee of the Board of Directors.

Internal Accounting Controls, Procedures and Records

PURPOSE:

This policy establishes guidelines and procedures related to keeping books and records that in reasonable detail accurately and fairly reflect the Company's transactions and dispositions of assets. The Company shall maintain a system of internal accounting controls to ensure reliability and adequacy of its books and records and proper recording of all transactions including dispositions of assets.

POLICY:

1. Authorization. The only transactions to be entered into by the Company are those which are executed in accordance with management's specific authorization or established, formalized policies and procedures.
2. Approval. No transaction will be recorded in the accounts of the Company unless it is within the scope of written policies and procedures or is specifically and formally approved by an appropriate and designated employee. Such approval requires the determination that the transaction (i) has been authorized in accordance with this Corporate Policy and (ii) is supported by documentary evidence to verify the validity of the transaction.
3. Accounting. All transactions entered into by the Company will be recorded in the accounts of the Company in accordance with normal, standard procedures. Each entry will be coded into an account which accurately and fairly reflects the true nature of the transaction.
4. Reporting. All transactions that have been accounted for in accordance with this Corporate Policy will be accumulated and processed in a manner which will permit preparation of financial statements, reports and data for purposes of internal, public and regulatory reporting. Such statements, reports and data must be in a form sufficient to reflect accurately and fairly the results of transactions entered into by the Company and to permit proper accountability for assets.
5. Responsibility. The implementation and maintenance of internal accounting controls, procedures and records that are adequate in all respects to satisfy the requirements of this Corporate Policy will be the primary responsibility of the Chief Financial Officer.
6. Auditing. Compliance with the provisions and requirements of this Corporate Policy will be tested and evaluated by the Company's Director-Internal Audit in connection with the on-going internal audit program. All control failures regarding this Corporate Policy will be reported to management so that deficiencies can be corrected and assurance of compliance with the terms of this Corporate Policy maintained.

PROCEDURE:
1. 1. The Company will continuously evaluate its internal accounting controls, procedures and records to ensure compliance with the requirements of this Corporate Policy. Such evaluation will be documented in a form suitable for inspection by outside parties, such as regulatory authorities, if the need arises.
2. The Company will take action to remedy any deficiency in internal accounting controls, procedures and records to ensure continuing compliance with the requirements of this Corporate Policy.
3. The internal audit staff, in coordination with the Company's Director - Internal Audit, will ascertain that its audit scope, procedures and programs are adequate (i) for the purpose of testing and evaluating internal accounting controls, procedures and records and (ii) for complete reporting of deficiencies in internal accounting controls, procedures and records.
4. On or before January 15 of each year, the Chief Financial Officer and the Company's Director - Internal Audit will prepare a written summary applicable to the preceding fiscal year which sets forth financial management's evaluation of the Company's internal accounting controls, procedures and records. Such a summary will consider financial management's overall evaluation and results of audits performed during the year, internal and external. For deficiencies noted in the evaluation, remedial action in progress or contemplated will be set forth in the summary. The summary will be addressed to the Executive Committee.
5. The Company's Director - Internal Audit will, on an annual basis, report to the Audit Committee of the Board of Directors on the adequacy of internal accounting controls, procedures and records.

Sensitive Transactions

PURPOSE:

This policy advises employees and agents of the Company's position regarding sensitive transactions and requires that transactions are executed, and access to assets is permitted, only in accordance with management's authorization.

POLICY:

1. The Company will conduct its business in compliance with applicable Law (See Corporate Policy 3-0001 with respect to conflicts between United States Law and the Law of another country) and requires all Company personnel to avoid any activities which could involve the Company in any unlawful practice. Without limiting the generality of the foregoing, the Company's personnel are strictly prohibited from paying any bribe, kickback or other similar unlawful payment to, or otherwise entering into a sensitive transaction with, any public official, political party or official, candidate for public office or other individual, in any country, to secure any contract, concession or other favorable treatment for the Company. Company personnel who make such payments are subject to appropriate action by the Company, as well as the legal consequences of applicable Law.
2. The term "sensitive transactions" is commonly used to describe a broad range of corporate dealings that are generally considered to be either illegal, unethical, immoral or to reflect adversely on the integrity of management. The transactions are usually in the nature of kickbacks, bribes or payoffs made in order to influence favorably some decision affecting a company's business or for the personal gain of an individual. Any extraordinary payment made from Company funds, including extravagant entertainment or gifts of significant value, for the express purpose of obtaining or retaining business or unduly influencing some matter in favor of the Company could be considered a "sensitive payment". These payments may be considered to be bribes and may result in violation of applicable Law.
3. Sensitive transactions may result in violation of United States federal Laws such as domestic anti-bribery Laws, mail fraud and wire fraud statutes, anti-racketeering statutes and the Foreign Corrupt Practices Act (the "FCPA"), as well as state Laws or Laws of other countries in which a subsidiary company has operations. If violations occur, the Company and its officers and directors as well as employees directly involved may be subject to fines, imprisonment and civil litigation.
4. The Company is publicly owned and its common stock is registered and traded in accordance with United States federal securities Laws and with rules and regulations promulgated by the United States Securities and Exchange Commission ("SEC"). Therefore, the Company is subject to strict disclosure requirements and must disclose to the public all material information relating to its business affairs and financial condition and conduct which is deemed to reflect on the integrity of its management.
5. Sensitive payments may violate the FCPA which prohibits a company from corruptly offering or giving anything of value to: a foreign official, including any person acting in an official capacity for a foreign government; a foreign political party official or political party; or a candidate for foreign political office, in any such case, for the purpose of influencing any act or decision of these officials in their official capacity or in violation of their lawful duties in order to help a company obtain or retain business or direct business to any person. The FCPA also prohibits the offering or paying of anything of value to any person if it is known that all or part of the payment will be used for the above prohibited actions. For purposes of compliance with this policy, employees of government-owned corporations are to be considered "foreign officials" and, subject to Policy paragraph 6 any payment to influence a matter in favor of the Company shall be prohibited.
6. The Company may be required to make facilitating or expediting payments to an official or employee of a government outside the United States, the purpose of which is to expedite or to secure the performance of routine governmental action by such government official or employee. Such facilitating payments may not be illegal under the FCPA. Nevertheless, it may be difficult to distinguish a legal facilitating payment from an illegal bribe, kickback or payoff. Accordingly, facilitating payments must be strictly controlled and every effort must be made to eliminate or minimize such payments. Facilitating payments, if required, will be made only in accordance with the advance guidance of the Law Department. Any facilitating payments must be recorded as such in the accounting records of the Company.

Commercial Bribery

PURPOSE:

This policy prohibits the payment or transfer of Company funds or assets to suppliers or customers in the form of bribes, kickbacks or other payoffs and prohibits Company employees and agents from participating in such schemes.

POLICY:

1. The Company prohibits bribes, kickbacks and other payoffs and benefits to suppliers or customers.
2. The Company also prohibits employees and agents from receiving, directly or indirectly from a third party, anything of a significant value (other than salary, wages or other ordinary compensation paid by the Company) in connection with a transaction entered into by the Company.
3. Bribes, kickbacks and payoffs include, but are not limited to:
* a. Gifts of other than nominal value.

b. Cash payments by employees or third persons, such as agents, suppliers, customers or consultants, who are reimbursed by the Company.

c. The uncompensated use of Company services, facilities or property except as may be authorized by the Company.

d. Loans, loan guarantees or other extensions of credit (except from lending institutions at prevailing rates).
4. This policy does not prohibit expenditures of nominal amounts for meals and entertainment of suppliers and customers which are an ordinary and customary business expense, if they are otherwise lawful. These expenditures should be included on expense reports and approved under standard Company procedures.

International Business Relationships

PURPOSE:

This policy provides guidelines for business relationships entered into outside the United States ("International Business Relationships").

POLICY:

1. The selection of persons with whom the Company may join in an International Business Relationship shall be subject to careful consideration by appropriate management of the Company after an investigation, reasonable under the circumstances, with respect to such persons and the proposed arrangements with such persons.
2. The terms and provisions of all proposed agreements with respect to International Business Relationships, including all proposed material amendments thereto, shall be subject to careful review by the General Counsel, the Chief Financial Officer and the head of the business unit or their designees prior to execution and delivery of such agreements or material amendments. All such agreements shall require the other party or parties to agree to comply with the Code of Business Conduct for International Business Relationships as set forth in Annex A to this Corporate Policy. It is the responsibility of management of the Company, working with the Law Department, to discuss the Code of Business Conduct for International Business Relationships with such other parties to insure that they understand such Code's requirements and to provide in such agreements for compliance with the United States Laws described in Procedures paragraphs 4., 5., and 6.
3. The Company may find it necessary or desirable to enter into International Business Relationships to assist the Company to obtain business, sales, personnel visas, import licenses, facilities and other matters routinely necessary for effective operations.
4. International Business Relationships include the following:
* (i) the employment of an agent, consultant, sponsor or any other third party (individual, partnership, corporation or unincorporated entity) to assist the Company in obtaining work or projects, personnel visas, import licenses, facilities or other matters routinely necessary for effective operation within a country or region;

(ii) entering into a joint venture, consortium or shareholder agreement, or any other agreement or arrangement pursuant to which a third party obtains an equity interest in the business of an entity which the Company also owns an interest in or a share of the profits from any work, project or projects performed by the Company;

(iii) entering into a distribution, marketing, sales representation or licensing agreement pursuant to which any third party or parties distributes, markets, sells or licenses others or obtains a license relating to the services, products or technology of the Company; or

(iv) entering into a contract or subcontract (including a purchase order) pursuant to which a third party or third parties will perform a majority of the work or services to be provided under the Company's contract.

International Business Relationships do not include entering into a subcontract or purchase order for goods or routine services in the regular course of business as may be necessary for the performance of work.
5. While International Business Relationships are ordinarily customary means of conducting operations in a particular country, such arrangements, if not adequately subjected to a corporation's system of internal controls, may be used to disburse a corporation's assets for purposes not authorized by management.
6. Moreover, the Company may be held accountable for actions taken by agents and others on its behalf.
7. In carrying out the policies set forth in Policy paragraphs 1. and 2., the Company shall give consideration to such matters as the reputation of the proposed parties to an International Business Relationship, their familial or other connections with the local government, the necessity of the services to be rendered by such persons, the reasonableness of the their fees or other compensation in light of those services and the fees paid to other persons in the area for similar services, any local legal requirements to utilize an agent for such services, the employment of such persons by other corporations operating in the area, the employment of such persons by affiliates of the Company, the location at which, and the currency in which, fees or other compensation is to be paid to such persons, any local legal requirements, including taxes and foreign currency exchange controls, regarding the payment of fees or other compensation to such persons, and the business and cultural environment in which such persons will render such services.

PROCEDURES:

1. Once the Company decides to pursue an International Business Relationship, and prior to entering into any significant negotiations, a memorandum signed by the cognizant business, finance and administration managers shall be submitted to the General Counsel or his designee. A copy of the memorandum shall also be provided the Chief Financial Officer.
2. The memorandum shall describe the parties involved, the recommended relationship, the geographic location or limits, and such other factors deemed relevant, including any pertinent information relating to the factors described in Policy paragraph 7. Pertinent information should be obtained from the Law, Insurance, Tax, Human Resources, Accounting and Treasury Departments as appropriate.
3. The General Counsel or his designee will determine if any conflicting agreement or arrangement exists, and forward the memorandum with appropriate notations to the head of the business unit for review and decision.
4. If approval is granted, the business manager may proceed with negotiations, obtaining necessary input from the Law, Insurance, Tax, Human Resources, Accounting and Treasury departments as appropriate.
5. If negotiations are brought to a successful conclusion, the definitive agreement shall either be prepared by or approved by the Law Department. In preparing or reviewing the definitive agreement emphasis will be placed upon compliance with applicable Laws, the Code of Business Conduct for International Business Relationships, and the Code of Business Conduct.
6. The requirement of this Corporate Policy that third parties agree to comply with the Code of Business Conduct for International Business Relationships may be waived where such waiver is approved by the head of the business unit and the General Counsel, or his designee, because in their judgment such compliance is not required to protect the interests of the Company or ensure that the activities of the International Business Relationship will be in compliance with the requirements of such Code. In making such judgment the character, reputation, size, location, business conduct and other relevant factors with respect to such third parties shall be taken into consideration.
7. The General Counsel shall provide written notice to the Company's Chief Financial Officer of all waivers issued pursuant to Procedure paragraph 6. above.

Use and Public Disclosure of Inside Information

PURPOSE:

This policy establishes consistent guidelines for contacts with investors as well as for compliance with United States federal statutes and regulations of the Securities and Exchange Commission ("SEC") and the New York Stock Exchange ("NYSE") regarding the use and public disclosure of inside information.

DISCUSSION:

The SEC, United States Law, the courts and the NYSE have developed Laws, rules and regulations regarding the use and public disclosure of corporate inside information. The purpose of such regulations is to protect the interests of shareholders by providing them with prompt and complete information about significant corporate developments which might affect the value of their investments and to assure that insiders do not profit from information not available to the investing public.

These laws, rules and regulations require the Company and its directors and employees and agents to ensure that information about the Company is not used unlawfully in connection with the purchase and sale of securities. Directors, employees and agents should know that, in most cases, violation of federal securities Laws may also be a violation of state securities Laws and additional penalties may accrue under the Laws of other jurisdictions.

All directors, employees and agents should pay particularly close attention to the applicable Laws against trading while in the possession of inside information. The federal securities Laws are based on the belief that all persons trading in a company's securities should have equal access to all "material" information about that company. For example, if a person possesses material nonpublic financial information regarding a company or its securities, that person is prohibited from buying or selling stock in the company until the information has been disclosed and disseminated to the public. This is because the person knows information that will probably cause the stock price to change, and it would be unfair for the person to have an advantage over the rest of the investing public.

In general, it is a violation of United States federal securities Laws for any person to buy or sell securities if he or she is in possession of material inside information relating to those securities. Information is "material" if it could affect a person's decision whether to buy, sell or hold securities. Information is "inside information" if it has not been publicly disclosed. Furthermore, it is illegal for any person in possession of material inside information to provide other people with such information or to recommend that they buy or sell securities. (This is called "tipping.") In such case, both the person who provides and the person who receives the information may be held liable.

A violation of the United States federal insider trading Laws can expose a person to criminal fines of up to three times the profits earned (or losses avoided) and imprisonment for up to ten years, in addition to civil penalties of up to three times the profits earned (or losses avoided), and injunctive actions. The securities Laws also subject controlling persons to civil penalties for illegal insider trading by employees. Controlling persons include the Company and may also include directors, officers and supervisory personnel. These persons may be subject to fines up to the greater of $1,000,000 or three times the profits earned (or losses avoided) by the inside trader.

Inside information (including information about companies other than the Company obtained as a result of working for the Company) does not belong to the individual directors, employees or agents who may handle it or otherwise become knowledgeable about it, but instead is an asset of the Company. A person who uses such information for personal benefit or discloses it to others outside the Company violates the Company's interests and commits a fraud against members of the investing public and against the Company.

Insider trading prohibitions also apply to trading in options, such as "put" and "call" options. Options trading is highly speculative and very risky. People who buy options are betting that the stock price will move rapidly. Selling a security "short" is also a highly speculative transaction wherein the trader sells stock that he does not yet own betting that the stock price will go down in the immediate future so that the trader may purchase the stock at the lower price and deliver such stock to the buyers of the stock he previously sold. For those reasons, when a person trades in options in his employer's securities or sells his employer's securities "short," regulators become suspicious that the person was trading on the basis of inside information, particularly where the trading occurs prior to an announcement or major event. In such cases it is difficult for an employee to prove that he or she did not know about the announcement or event.

If information of a material nature regarding corporate activities, developments or discussions becomes or threatens to become known to outsiders, the corporation is required to make prompt and thorough disclosure of such information to the public. (See paragraph 1 under "POLICY" for comments on what is material.) The NYSE has issued guidelines stating that, "where it is possible to confine formal or informal discussions to a small group of the top management of the company or companies involved, and their individual confidential advisors and where adequate security can be maintained, premature public announcement may properly be avoided." Corporate matters subject to such guidelines have been declared to include negotiations leading to acquisitions and mergers, stock splits, the making of arrangements preparatory to an exchange or tender offer, changes in dividend rates or earnings, calls for redemption, new contracts, products or discoveries and other material developments.

POLICY:

1. This Policy applies to all directors, employees and agents of the Company without regard to nationality or country of residence. All directors, employees and agents of the Company must observe the prohibition on trading on material inside information.
2. General Disclosure Policy. The Company will make prompt and complete disclosure of material information to the public when and as required by Law and/or the rules of the SEC or the NYSE. Determinations regarding "materiality" involve subjective judgments; therefore, questions of materiality will be determined by the General Counsel and Chief Financial Officer.
3. Trading While in Possession of Nonpublic Information.
* Nondisclosure. Material inside information must not be disclosed to anyone other than persons within the Company whose positions require them to know the information until it has been publicly released by the Company.

Trading in Company Securities. No director, employee or agent shall place a purchase or sale order, or recommend that another person place a purchase or sale order, in the Company's securities when he or she has knowledge of material information concerning the Company that has not been disclosed to the public. Any director, employee or agent who possesses material inside information shall wait until the third business day after the information has been publicly released before trading or recommending that others trade.

Speculation. The Company discourages directors, employees and agents from speculating in Company securities. The Company does encourage its directors and employees to invest in Company securities, but investing means buying to share in the growth of the Company; it does not mean short term speculation based on fluctuations in the market.

Trading in Other Securities. No director, employee or agent shall place a purchase or sale order, or recommend that another person place a purchase or sale order, in the securities of another company (or related derivative securities, such as put or call options) if the director, employee or agent learns in the course of his or her position or employment confidential information about the other company that is likely to affect the value of those securities. For example, it would be a violation of this Policy and Law if an employee learned through Company sources that the Company intended to purchase assets from another company, and then bought or sold stock in that other company because of the likely increase or decrease in the value of its securities.

Because of their access to confidential information on a regular basis, Company policy subjects two groups of directors and employees to additional restrictions on trading in Company securities. The first group (the "Window Group") must trade only during a "window period." The second group (the "Restricted Group") may trade only during a "permitted period." The restrictions for the Window Group and the Restricted Group are discussed below. In addition, certain employees with inside knowledge of material information may be subject to additional restrictions on trading from time to time.

Restrictions on the Window Group. The Window Group consists of all directors and certain officers of the Company and their secretaries, and certain other employees designated by the Chief Executive Officer, Chief Financial Officer or General Counsel. The Window Group is subject to the following restrictions on trading in Company securities:
* subject to prior clearance and review of the General Counsel or his designees trading is permitted from the beginning of the third business day after an earnings release for the preceding fiscal period until the end of the second month of the fiscal quarter in which the release was made (the "Window"), subject to the restrictions below;
* all trades, including transfers, gifts and "cashless stock exercises", must be within the Window and are subject to prior review and clearance by the General Counsel or his designees;
* there shall be no trading outside the Window except for reasons of exceptional personal hardship and subject to prior review by the above-named officers; and
* individuals in the Window Group are also subject to the general restrictions on trading applicable to all directors and employees set forth above in this Policy paragraph 2.

Restrictions on the Restricted Group. The Restricted Group consists of all persons who are designated from time to time by the Chief Executive Officer, Chief Financial Officer or General Counsel. The Restricted Group is subject to the following restrictions on trading in Company securities:

trading is permitted from the beginning of the third business day after an earnings release for the preceding fiscal period until the end of the third month of the fiscal quarter in which the release was made (the "Permitted Period") subject to the restrictions below;
* members of the group are encouraged to trade only during the Window described in the preceding section;
* there is no general prior review;
* there shall be no trading outside of the Permitted Period except for reasons of exceptional personal hardship and subject to prior review by the General Counsel; and
* individuals in the Restricted Group are also subject to the general restrictions on trading applicable to all employees set forth above in this Policy paragraph 2.
4. Equal Access. No preferential treatment will be given to any shareholder, potential investor or security analyst; therefore, the release to any such person of any material financial or operating data relating to the Company must be available to all such persons.
5. Forecasts. If appropriate "safe harbor" disclosures are made in advance, revenue and profit trends may be forecasted in general terms. It is the Company's policy, however, not to make any specific public projections of future operating results unless such forecast is specifically approved by the Company's Chief Executive Officer, Chief Financial Officer or General Counsel.
6. Authority to Release. No financial data regarding the Company will be released to the public except as authorized, specifically or generally, by the Chief Financial Officer.
7. Analysts. Due to the sensitive nature of investor relations and federal regulations relating thereto, all interviews with shareholders, potential investors and security analysts must be coordinated through the Vice President - Investor Relations.
8. Transfers to Company. As used in this policy, the term "trading" and variations thereof do not include sales or other transfers of stock to the Company.

PROCEDURE:

1. When leaks of material information are suspected, rumored or discovered, such information must be reported immediately to the Chief Executive Officer, Chief Financial Officer or the General Counsel.
2. All announcements and news releases subject to statutes and regulations herein discussed must be coordinated between the Chief Financial Officer, General Counsel and Vice President - Investor Relations.
3. If a director, employee or agent desiring to purchase or sell any Company securities is uncertain as to his or her responsibilities hereunder, such person should contact the Law Department Public Company Law Practice Group for counsel in this regard.

Information of a Confidential or Proprietary Nature

PURPOSE:

This policy prohibits the unauthorized disclosure of confidential or proprietary information about the Company or its customers.

POLICY:

1. No director, employee or agent entrusted with or otherwise knowledgeable about information of a confidential or proprietary nature shall disclose that information outside the Company, either during or after employment or other service to the Company, without written Company authorization to do so. Such disclosure could be harmful to the Company or helpful to a competitor.
2. The Company also works with joint venture partners', suppliers' and customers' proprietary data. The protection of such data is of the highest importance and must be discharged with the greatest care for the Company to merit the continued confidence of such persons. No director, employee or agent shall disclose confidential or proprietary information owned by someone other than the Company to nondirectors or nonemployees without Company authorization, nor shall any such person disclose the information to others unless a need-to-know basis is established.
3. In carrying out the Company's business, directors, employees and agents often learn confidential or proprietary information about the Company, its joint venture partners, suppliers and customers.
4. Certain employees are required to sign at time of employment a proprietary information agreement that restricts disclosure of proprietary, trade secret and certain other information about the Company, its joint venture partners, suppliers and customers. This Policy applies to all directors, employees and agents without regard to such agreements.

Export Administration and International Economic Sanctions

PURPOSE:

This policy provides guidelines for compliance with the requirements of United States export administration and international economic sanctions Laws and regulations, the requirements of export licenses issued by the United States Department of Commerce, the United States Department of State, the United States Department of the Treasury and other agencies, that require the Company to have an effective and comprehensive internal control program to monitor compliance with the applicable regulations.

POLICY:

1. The Company will comply with the United States Export Administration Act ("EAA") and the Export Administration Regulations promulgated thereunder ("EAR"); the Arms Export Control Act ("AECA") and the International Traffic in Arms Regulations promulgated thereunder (the "ITARS"); regulations to implement international economic sanctions programs involving particular countries, including regulations promulgated by the Office of Foreign Assets Control of the Department of the Treasury; any subsequent Laws and regulations of similar effect to the foregoing; any other export Laws and regulations as from time to time may be in force; and the terms and conditions of any license issued pursuant thereto. No business will be transacted nor item exported in contravention of the foregoing.
2. Each employee and agent of the Company shall comply with the EAA and the EAR, the AECA and ITARs, international economic sanctions and all other export administration Laws and regulations, and all applicable rules, systems and procedures issued and established to comply with this policy. There shall be no exception to this policy, nor shall it be compromised or qualified by anyone acting for or on behalf of the Company.

PROCEDURE:

1. The Executive Committee shall establish or cause to be established a comprehensive internal control program ("Program") to ensure compliance with the Laws and regulations described above and licenses issued thereunder, and shall appoint a manager responsible for export control matters. Such manager shall report directly to the General Counsel who shall be responsible for operating such Program.
2. The export control manager shall operate the Program so that it meets the applicable compliance requirements of applicable Law. The export control manager shall monitor compliance with the Program and shall report any failures to the General Counsel or his designee. The Program shall include rules, systems, and procedures that will ensure compliance with the applicable Laws and regulations and the terms and conditions of all licenses issued to the Company thereunder.
3. The Company shall maintain a continuing program to keep its employees and agents advised of the applicable provisions of the export control and international economic sanctions Laws and regulations and the requirements of the Program. Any employee or agent having a question on matters having possible implications under such Laws and regulations shall refer the question to the export control manager or the General Counsel.

Boycotts Outside the United States

PURPOSE:

This policy provides guidelines for compliance with applicable United States federal Laws regarding participation or cooperation in boycotts outside the United States. Certain United States federal Laws and regulations, including the Export Administration Act and the Internal Revenue Code of 1986 and the regulations thereunder require the Company not to participate in certain activities (even though required by the Laws of another country in which the Company operates or to which it sells goods or services) which have the effect of boycotting or furthering another country's boycott of United States businesses and countries friendly to the United States. In addition, these Laws and regulations require that the Company not furnish certain information as to the identity or nationality of its directors, employees, officers, shareholders, subcontractors and suppliers or as to the presence or absence of Company operations or business dealings in or with countries subject to a boycott where such information is requested in furtherance of the boycott. Finally, these Laws require the Company to report the receipt of boycott related requests whether or not the Company complies with the requests.

POLICY:

1. The Company will sell its products and services only where permitted under the applicable Laws of the countries in which the Company operates.
2. The Company will, in the conduct of its business, comply with the applicable Laws of the United States regarding boycotts.

PROCEDURE:

1. The Company shall maintain a continuing program to keep its employees and agents advised of the applicable provisions of the Laws and regulations dealing with participation in boycotts and of the provisions of this policy.
2. Any action which may require a report to a governmental agency in compliance with a boycott request, even though such action is not prohibited by Law or applicable regulations and does not invoke any tax sanctions, must be cleared in advance with the Law Department.
3. Neither the Company nor any of its employees or agents shall take any action which will violate the Laws or regulations dealing with participation in boycotts.

Political Contributions

PURPOSE:

The Company encourages participation in the political process by its employees. The United States federal government, some states and some other countries have, however, enacted Laws regulating campaign contributions in order to limit the political influence of certain types of contributors, such as corporations. This policy sets forth certain rules regarding Company and employee contributions to political candidates and participation in political campaigns.

POLICY:

1. The Company will comply with applicable Laws regulating political influence and campaign contributions.
2. The Company believes strongly in the democratic political process and that its directors, officers, employees and agents should take an active interest in fostering principles of good government in the nations, states and communities in which they live. No employee or agent shall apply any pressure, direct or implied, on any other employee that infringes upon an individual's right to decide whether, to whom and in what amount a personal political contribution is to be made.
3. Employees and agents who represent the Company in political and governmental matters must comply with all Laws that regulate corporate participation in public affairs. Under various statutes, certain conduct, which is permitted and encouraged for individuals, is prohibited on the part of corporations. It is the Company's policy to comply fully with these prohibitions.
4. The Company is legally prohibited from contributing directly or indirectly in support of political candidates for elective federal office in the United States and is similarly prohibited from making such contributions in certain states and other countries. Indirect expenditures on behalf of a candidate, such as travel on Company aircraft, may be considered as contributions in this regard.
5. No political contribution of Company funds, property or services can be made by the Company, or in the name of the Company, except in accordance with a plan approved by the Chief Executive Officer. Such approval is subject to assurance by the Law Department that such contribution is legal and proper under applicable Laws and regulations.
6. When permitted by Law and authorized by the Chief Executive Officer, Company funds and facilities may be used to provide the needed administrative support for the operation of political action committees or programs, the purposes of which include the disbursement of financial contributions made by certain employees, stockholders and/or others to political parties or candidates. No Company funds, facilities or other property will be used for other than administrative support of such a committee.
7. When permitted by Law, and authorized by appropriate management, expenditures of Company funds may be made to inform or influence the voting public on an issue of importance to the business of the Company and its stockholders.

PROCEDURE:

If an employee is requested to make a political contribution or to provide assistance on behalf of the Company, whether personal or corporate, and such employee has any questions regarding this Policy or applicable Law, the employee should contact an appropriate member of management who will, if deemed necessary, consult with the Law Department.

Antitrust Laws

PURPOSE:

This policy provides guidelines for compliance with all applicable antitrust Laws.

POLICY:

1. The Company will comply in all respects with applicable antitrust Laws.
2. No director, officer, employee or agent of the Company shall enter into any understanding, agreement, plan or scheme, express or implied, formal or informal, with any competitor in regard to prices, terms or conditions of sale or service, production, distribution, territories or customers; nor exchange or discuss with a competitor prices, terms or conditions of sale or service, or any other competitive information; nor engage in any other conduct which violates any applicable antitrust Law. Normal subcontracting arrangements or joint proposals with competitors which are not in violation of applicable antitrust laws and which have been approved by the Law Department are not prohibited by this policy. Any discussion with competitors in connection with a project in which the competitor is an alliance partner, joint venturer or subcontractor must be precleared and coordinated with the Law Department.
3. Each employee and agent responsible for the conduct or practices of the Company which may involve the application of the antitrust Laws should consult with and be guided by the advice of the Law Department. Any questions on matters having possible antitrust implications will be referred to the Law Department prior to taking any action with respect to such matters.
4. There shall be no exception to this policy, nor shall it be compromised or qualified by anyone acting for or on behalf of the Company.

PROCEDURE:

The Executive Committee shall establish internal procedures and controls as appropriate to implement the provisions of this policy, including without limitation the preparation and appropriate distribution of an antitrust compliance handbook designed to aid the Company's employees and agents in fulfilling their responsibilities in antitrust matters.

Health, Safety And Environment

PURPOSE:

This policy establishes and communicates the Company's policy concerning the protection of the health and safety of the Company's employees and other persons affected by the Company's business activities and protection of the environment with respect to the Company's business activities and operations.

POLICY:

1. The Company will comply with all applicable Laws and relevant industry standards of practice concerning protection of health and safety of its employees in the work place and other persons effected by its business activities and the protection of the environment. Protection of health, safety, and the environment is a primary goal of the Company and the management of the Company shall take such actions as are reasonable and necessary to achieve such goal and carry out this policy.
2. All employees of the Company will conduct their duties and responsibilities in a manner which is compatible with achieving these goals and carrying out this policy.
3. The Company will work with its employees, clients, contractors, suppliers, partners and customers and with the communities in which it operates in order to achieve these goals and carry out these policies.

PROCEDURE:

1. This Company Policy shall be implemented by the Company under the oversight of the Health, Safety and Environment Committee of the Board of Directors ("HSE Committee"). The HSE Committee may establish such procedures and guiding principles as it deems necessary to carry out this policy.
2. The Company shall establish and maintain self-assessment and audit programs sufficient to provide management of the Company and the HSE Committee with reports and other information concerning the Company's compliance with this policy.
3. The Chief Executive Officer of the Company shall designate a senior officer of the Company as its Chief Health, Safety and Environment Officer ("Chief HSE Officer").
4. The Chief HSE Officer shall oversee the administration of this Corporate Policy and shall make such recommendations to the HSE Committee as he/she shall deem appropriate to carry out such policy and achieve its goals. The Chief HSE Officer shall report to the HSE Committee at least once each year concerning the Company's compliance with this Corporate Policy and the activities administered by the Chief HSE Officer.
5. The full text of the Company's Guiding Principles for health, safety and environment, as it may exist from time to time, shall be attached as Exhibit A hereto.

Defalcation Misappropriation and Similar Irregularities (Fraud)

PURPOSE:

This policy establishes and communicates the Company's policy regarding the prohibition, recognition, reporting and investigation of suspected fraud, defalcation, misappropriation and other similar irregularities.

DEFINITIONS:

1. The Company prohibits all Fraud.
2. The responsibility for detecting Fraud in the Company is that of management. The Chief Financial Officer bears the primary responsibility.
3. Situations involving suspected Fraud shall be reported to the Internal Audit Department, the Chief Financial Officer or the Law Department. Any investigation will be conducted under the authorization and direction of the Law Department.
4. The Company's Director - Internal Audit shall be notified of suspected significant Fraud (more than $50,000 of estimated loss), and, without regard to amount of loss, any Fraud involving an officer of the Company.
5. Fraud investigations (involving more than $50,000 of estimated loss, and any Fraud, without regard to amount of loss involving an officer of the Company will be reported to the Audit Committee of the Board of Directors.
6. The Company's Director - Internal Audit, the General Counsel and the Chief Financial Officer will maintain close liaison with each other and will participate in joint investigations as deemed appropriate under the circumstances.

POLICY:
1. The Company will comply with all applicable Laws and relevant industry standards of practice concerning protection of health and safety of its employees in the work place and other persons effected by its business activities and the protection of the environment. Protection of health, safety, and the environment is a primary goal of the Company and the management of the Company shall take such actions as are reasonable and necessary to achieve such goal and carry out this policy.
2. All employees of the Company will conduct their duties and responsibilities in a manner which is compatible with achieving these goals and carrying out this policy.
3. The Company will work with its employees, clients, contractors, suppliers, partners and customers and with the communities in which it operates in order to achieve these goals and carry out these policies.

PROCEDURE:
1. This Company Policy shall be implemented by the Company under the oversight of the Health, Safety and Environment Committee of the Board of Directors ("HSE Committee"). The HSE Committee may establish such procedures and guiding principles as it deems necessary to carry out this policy.
2. The Company shall establish and maintain self-assessment and audit programs sufficient to provide management of the Company and the HSE Committee with reports and other information concerning the Company's compliance with this policy.
3. The Chief Executive Officer of the Company shall designate a senior officer of the Company as its Chief Health, Safety and Environment Officer ("Chief HSE Officer").
4. The Chief HSE Officer shall oversee the administration of this Corporate Policy and shall make such recommendations to the HSE Committee as he/she shall deem appropriate to carry out such policy and achieve its goals. The Chief HSE Officer shall report to the HSE Committee at least once each year concerning the Company's compliance with this Corporate Policy and the activities administered by the Chief HSE Officer.
5. The full text of the Company's Guiding Principles for health, safety and environment, as it may exist from time to time, shall be attached as Exhibit A hereto.

***ual Harassment- United States Operations

PURPOSE:

This policy establishes and communicates the Company's policy prohibiting ***ual harassment for the Company's operations governed by United States Law.

POLICY:

1. With respect to Company operations governed by United States Law, all employees, without regard to gender, shall be allowed to enjoy a work environment free from ***ual harassment. All reports of alleged ***ual harassment will be promptly and thoroughly investigated. All information will be held in strict confidence and will be disclosed only on a need-to-know basis. The Company will not permit retaliation against any employee because that employee has participated in the filing or investigation of a complaint of ***ual harassment.
2. Each supervisor has a responsibility to maintain the workplace free of ***ual harassment. This duty includes discussing this policy with all subordinate employees and assuring them that they need not endure any form of ***ual harassment.

DEFINITIONS:

Unwelcome ***ual advances, requests for ***ual favors and other verbal or physical conduct of a ***ual nature constitutes ***ual harassment when: (i) submission to such conduct is made either explicitly or implicitly a term or condition of an individual's employment, (ii) submission to or rejection of such conduct by an individual is used as a basis for employment decisions affecting such individual, or (iii) such conduct has the purpose or effect of unreasonably interfering with an individual's work performance or creating an intimidating, hostile or offensive working environment.

PROCEDURE:

Reports of alleged ***ual harassment should be made and will be handled in accordance with the following procedures. It is intended that the privacy of the persons involved will be protected, except to the extent necessary to conduct a proper investigation. If the investigation substantiates that the complaint is valid, immediate corrective action designed to stop the ***ual harassment and prevent its recurrence will be taken.

1. Any person who believes he or she has been or is being ***ually harassed should report the incident to such person's supervisor, department head, the Director of Employee Relations or the Vice President - Human Resources. An employee who believes ***ual harassment has occurred or is occurring should report such conduct to one of the above persons regardless of the position of the offending person (e.g., officer, manager, supervisor, fellow employee, customer, etc.). Any supervisor or department head who receives a complaint of ***ual harassment shall report it immediately to the Vice President - Human Resources or such officer's designee.
2. All reports of alleged ***ual harassment will be promptly and thoroughly investigated. An employee who believes he or she has been or is being subjected to ***ual harassment, or who believes he or she has observed ***ual harassment, and who reports the matter pursuant to this Policy shall not be retaliated against or adversely treated, with respect to the terms and conditions of employment, because of the making of the report.

United States Federal Government Contracting

PURPOSE:

This policy establishes standards, including employee training and nonconformance reporting guidelines, to ensure that the Company complies with federal regulations applicable to United States governmental contracts.

POLICY:

1. The Company will comply with all applicable regulations applicable to United States governmental contracts.
2. All employees involved in the performance of work under governmental contracts are to be adequately informed and sufficiently trained in the policies and practices contained in this Code of Business Conduct and other Company policies specifically relating to government contracting. Each business unit with contracts with the United States government is responsible for ensuring that employee training regarding these policies is conducted and that such training is properly documented.

PROCEDURE:

1. Reporting Nonconformance

The Company takes appropriate, timely action to correct any violations of United States governmental standards. If an employee has a question concerning the propriety of a transaction, the employee must report the transaction to his or her immediate supervisor. If the supervisor finds the question to have substance, the supervisor must report the transaction to the General Counsel or his designee. The supervisor must advise the employee of the action the supervisor has taken. If the employee disagrees with the supervisor or if the employee is not comfortable reporting the transaction to the supervisor, the employee may contact the General Counsel or his designee directly.
2. Cost and Pricing Data on Proposals

When cost and pricing data are required to be submitted in order to respond to a government solicitation, the cost and pricing data must be current, accurate, and complete at the time of submission. All costs are to be properly recorded, documented, and retained in compliance with United States federal procurement regulations. Each business unit doing business with the United States government must invoice the government in strict compliance with United States governmental cost principles and other United States federal regulations.
3. Proprietary and Security Issues

Many United States governmental projects in which the Company participates may involve classified or proprietary materials or information. In these projects, the Company will comply with all United States government security regulations in order to prevent unauthorized access, distribution, or use of any classified information.
4. Employment of Former Military, United States Department of Defense, or Other Federal Employees

The Company will comply with applicable United States federal statutes and regulations governing the employment of former United States military, Department of Defense, or other federal employees. When the Company contemplates hiring a former United States governmental employee or engaging the employee as a consultant, the responsible business unit manager shall consult with the Law Department for guidance as to the proper lawful procedures that must be observed.Reports of alleged ***ual harassment should be made and will be handled in accordance with the following procedures. It is intended that the privacy of the persons involved will be protected, except to the extent necessary to conduct a proper investigation. If the investigation substantiates that the complaint is valid, immediate corrective action designed to stop the ***ual harassment and prevent its recurrence will be taken.