FEI COMPANY
   
CODE OF BUSINESS CONDUCT AND ETHICS
   
(as adopted by the Board of Directors on September 9, 2003)

I.     INTRODUCTION

        This Code of Business Conduct and Ethics (the "Code") is intended to help ensure compliance with legal requirements and our standards of business conduct. All officers, directors and employees of FEI Company (the "Company") are expected to read and understand this Code, uphold these standards in day-to-day activities, comply with all applicable policies and procedures and ensure that all agents, contractors and consultants are aware of, understand and adhere to these standards.

        Because the principles described in this Code are general in nature, you also should review all applicable Company policies and procedures for more specific instruction and contact the Human Resources Department or Legal Department if you have any questions.

        Nothing in this Code, in any Company policies and procedures, or in other related communications (verbal or written) creates or implies an employment contract or term of employment.

        We are committed to continuously reviewing and updating our policies and procedures. This Code, therefore, is subject to modification. This Code supersedes all other such codes, policies, procedures, instructions, practices, rules or written or verbal representations to the extent they are inconsistent. Although reference is made herein to other policies and procedures of the Company, such references only are meant to provide more detailed information and do not serve to incorporate such policies and procedures into this Code.

        Please sign the acknowledgment form at the end of this Code and return the form to the Human Resources Department indicating that you have received, read, understand and agree to comply with the Code. Your signed acknowledgment form will be located in your personnel file.

        If you are unsure about whether something you intend is permitted under the Code, you should contact the Legal Department.

II.    COMPLIANCE IS EVERYONE'S BUSINESS

        Honest and ethical business conduct is critical to our business. As an officer, director and/or employee, your responsibility is to respect and adhere to these practices. Many of these practices reflect legal or regulatory requirements. Violations of these laws and regulations can create significant liability for you, the Company and its directors, officers and employees.

        Part of your job and/or ethical responsibility is to help enforce this Code throughout the Company and in our relationships with suppliers and customers. You should be alert to possible violations and report possible violations to the Human Resources Department or the Legal Department. You must cooperate in any internal or external investigations of possible violations. Reprisal, threats, retribution or retaliation against any person who has in good faith reported a violation or a suspected violation of law, this Code or other Company policies, or against any person who is assisting in any investigation or process with respect to such a violation, is prohibited and can lead to disciplinary action, up to and including termination.

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