Corporate Ethics and Conduct

OVERVIEW

• Code of Conduct and Ethics Policy: adopted 1997; revised in 2004.
• Restricted Officer Loan Program: complies with Sarbanes-Oxley; no loans to executive officers.
• Internal Controls: internal audit function established 1994; CEO-CFO certification process; written insider trading policy; legal compliance program, monitored by audit committee; "whistleblower" procedures.

Code of Conduct

• The Company adopted a corporate Code of Conduct and Ethics Policy in 1997 applicable to all employees and directors, including senior financial officers. In light of recent regulatory and statutory developments, the Company revised its Code of Conduct in 2004.

Internal Controls

• A designated internal audit function was established in 1994 and is currently staffed with three people. The head of this function reports directly to the Audit Committee.
• CEO/CFO Certification Procedures pursuant to Section 302 of Sarbanes-Oxley established November 2002 and implemented for third quarter 2002 Form 10-Q.
• Insider Trading Policy is written, distributed to all employees, and accompanied by training. Officers and key employees are subject to "gatekeeper" review and approval by the Legal Department.
• Legal Compliance program implemented by the Legal Department in conjunction with the Training Department, with annual reports to the Audit Committee.
• "Whistleblower" procedures have been incorporated in the Company's Employee Manual and the Company's