I.    INTRODUCTION



      A.    Code of Business Conduct



      The Company's Code of Business Conduct (the "Code") is a statement of the

Company's policies and procedures for conducting its business in a legal and

ethical manner. It has been issued to all employees in order to reaffirm the

Company's existing policies relating to ethical standards and business

practices.



      The Code includes provisions from existing corporate policies to provide

an accessible reference for all employees. Certain corporate policies set forth

more detailed information on subjects covered by the Code.



      All policies and procedures in the Code apply to all employees and agents

of the Company, its subsidiaries, divisions and affiliates (collectively the

"Company"), whether operating inside or outside of the United States. References

to employees in the Code also include agents.



      The Company expects you, and all its other employees, to observe high

ethical standards in the performance of your respective duties, and to observe

all laws and regulations governing business transactions and practices. The

Company expects you to act in good faith, responsibly, with due care, competence

and diligence, without misrepresenting or omitting material facts or allowing

your independent judgment to be compromised or subordinated and to pro-actively

promote ethical behavior among your subordinates and peers. The Company's policy

is to prevent the occurrence of illegal or unethical behavior, to halt any

illegal or unethical behavior that may occur as soon as reasonably possible

after its discovery, and to discipline those who violate the Code, including

individuals responsible for the failure to exercise proper supervision and

oversight to detect and report a violation by their subordinate employees.

Discipline may, when appropriate, include termination.



      B.    Guidance and Interpretation



      Government regulation of business activities continues to increase, which

results in more complex laws, regulations and procedures. Accordingly, whenever

the legality or propriety of any proposed course of conduct which you are

involved in is subject to question, it is incumbent upon you to obtain advice

concerning these policies from the person to whom you report, and, when

appropriate, to request advice from the Company's General Counsel. If you have a

question regarding the applicability or interpretation of the Code you should

utilize the procedures specified in the section entitled "IMPLEMENTATION OF THE

CODE".



      THE CODE IS NOT A CONTRACT, AND IS NOT INTENDED TO CREATE ANY CONTRACTUAL

OBLIGATIONS ON THE PART OF THE COMPANY OR ITS SUBSIDIARIES OR AFFILIATES. THE

CODE ALSO



                                      E-2



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DOES NOT ALTER THE EXISTING AT-WILL EMPLOYMENT RELATIONSHIP BETWEEN THE COMPANY

AND YOU.



II.   COMPLIANCE WITH THE LAW



      As an employee of the Company, you are required to comply with applicable

laws, rules and regulations for federal, state, and local governments applicable

to the Company, and with the rules and regulations of private and public

regulatory agencies having jurisdiction over the Company, as well as the highest

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