Code of Business Conduct and Ethics

Section I
A. Compliance and Reporting
     Officers, directors and employees should strive to identify and raise potential issues before they lead to problems, and should ask about the application of this Code whenever in doubt. Any officer, director or employee who becomes aware of any existing or potential violation of this Code should promptly notify the Company’s Business Conduct and Ethics Officer. The Company’s General Counsel shall be the Business Conduct and Ethics Officer. The Company will take such disciplinary or preventive action as it deems appropriate to address any existing or potential violation of this Code brought to its attention.
     Any questions relating to how these policies should be interpreted or applied should be addressed to the Business Conduct and Ethics Officer.

B. Ethical Conduct and Fair Dealing
     Officers, directors and employees should at all times engage in and promote honest and ethical conduct. Each officer, director and employee should endeavor to deal fairly with the Company’s customers, suppliers, service providers, competitors and employees. No officer, director or employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any unfair dealing practice.

C. Personal Conflicts of Interest
     A “personal conflict of interest” occurs when an individual’s private interest improperly interferes with the interests of the Company. Personal conflicts of interest are prohibited as a matter of Company policy, unless they have been approved by the Company. In particular, an officer, director or employee must never use or attempt to use his or her position at the Company to obtain any improper personal benefit for himself or herself, for his or her family members, or for any other person, including loans or guarantees of obligations, from any person or entity.
     Service to the Company should never be subordinated to personal gain and advantage. Conflicts of interest should, to the extent possible, be avoided.
     Any officer, director or employee who is aware of a material transaction or relationship that could reasonably be expected to give rise to a conflict of interest should discuss the matter promptly with the Business Conduct and Ethics Officer.

D. Public Disclosure
     It is the Company’s policy that the information in its public communications, including all reports and documents that the Company files with or submits to the Securities Exchange Commission, be full, fair, accurate, timely and understandable. All officers, directors and employees who are involved in the Company’s disclosure process, including the Senior Financial Officers, are responsible for acting in furtherance of this policy. In particular, these individuals are required to maintain familiarity with the disclosure requirements applicable to the Company and are prohibited from knowingly misrepresenting, omitting, or causing others to misrepresent or omit, material facts about the Company to others, whether within or outside the Company, including the Company’s independent auditors. In addition, any officer, director or employee who has a supervisory role in the Company’s disclosure process has an obligation to discharge his or her responsibilities diligently.

E. Compliance with Laws, Rules and Regulations
     It is the Company’s policy to comply with all applicable laws, rules and regulations, including, but not limited to, all antitrust and trade regulation laws, all rules and regulations relating to procurement integrity, the Lobbying Disclosure Act and the Foreign Corrupt Practices Act. Officers, directors and employees must acquaint themselves and comply with all laws, rules, regulations, policies and guidelines applicable to the Company. They must never induce or encourage employees to engage in illegal or unethical conduct.
     Generally, it is both illegal and against Company policy for any officer, director or employee who is aware of material non-public information relating to the Company or any other private or governmental issuer of securities to buy or sell any securities of those issuers, or recommend that another person buy, sell or hold the securities of those issuers.
     More detailed rules governing the trading of securities by the Company’s officers, directors and employees are set forth in the Company’s “Policy on Avoidance of Insider Trading and Related Procedures for Securities Transactions.” Any officer, director or employee who is uncertain about the legal rules involving his or her purchase or sale of any Company securities should consult with the Business Conduct and Ethics Officer before making any such purchase or sale.