NYSE : NWL: $14.45, at Nov 20, 4:14 PM

Investor Relations

Code of Business Conduct and Ethics

For All Company Employees

"A reflection of our continuing commitment to the highest personal and corporate standards of business conduct and ethics."

Reporting Violations

Introduction

Newell Rubbermaid Inc. values its employees and expects all employees to observe the highest standards of business conduct and ethics. Newell Rubbermaid has built an excellent reputation for honesty and integrity with employees, customers, suppliers, stockholders and the general public. Our reputation is a valuable asset, and we must all work together to protect it.

For purposes of this Code, the "Company" includes both Newell Rubbermaid Inc. and its subsidiary companies worldwide. This Code applies to all employees, including the officers of the Company. This Code also applies to all members of the Company's Board of Directors when acting in their capacity as directors. It is the Company's policy promptly to disclose publicly any waiver of this Code for any director or any executive officer of the Company. A waiver of any provision of this Code for a director or executive officer may be granted only by the Company's Board of Directors or by its Nominating / Corporate Governance Committee. Moreover, agents, representatives, independent contractors, and consultants are also expected to observe the applicable portions of the Code when conducting business with and for Newell Rubbermaid.

Our Code of Business Conduct and Ethics has been adopted by the Board of Directors of the Company to provide guidance to all employees in several areas of critical importance, and to reaffirm the Company's historic commitment to the highest personal and corporate standards of business conduct and ethics. All employees are required to read this Code carefully and to follow it in performing their duties for the Company. In addition, employees who work with certain third party representatives must assure that they follow the applicable guidelines when they act on behalf of the Company.

Employees in leadership positions (senior leaders, managers, supervisors) have the additional responsibility of promoting the guidelines set forth in this code and setting the tone "at the top" by modeling exemplary ethical business conduct. They are also responsible for:

fostering an environment of clear and open communication where employees feel comfortable bringing issues forward ;

assisting his or her employees in understanding and complying with the Code; and

ensuring that any report alleging an existing or potential violation of the Code is promptly reported and appropriately investigated and resolved.

No Code can cover all situations, however, and each individual must utilize the highest standard of personal integrity and take responsibility for knowing the laws, regulations and company policies that apply to an individual employee's job responsibilities. The Company also has adopted, and may adopt from time to time, more detailed policies and practices to guide the conduct of employees whose responsibilities may require them to have a more detailed understanding of specific topics addressed in this Code. You will be furnished with a copy of any such policies or procedures that apply to you.

The General Counsel has been designated as the Company's ethics officer and has overall responsibilities for overseeing compliance with this Code. The General Counsel has designated a Chief Ethics Officer to assist with these responsibilities. All violations or suspected violations of this Code shall be reported to the General Counsel or the Chief Ethics Officer. Reports can be made in writing, by e-mail, or by calling the phone number that appears above under "Reporting Violations," and may be made anonymously. Employees may make reports of Code violations, particularly with respect to Work Environment matters, to their supervisor or the Global Business Unit's Director of Human Resources.

In addition to reporting violations (or concerns about possible violations) of law or of this Code, all employees are strongly encouraged to report any concern about the accuracy or completeness of the Company's public financial reports or about the accuracy of its internal books and records, the adequacy of its internal controls or any accounting or operational concerns. Such financial concerns shall be reported to the General Counsel or the Audit Committee as described above in the "Reporting Violations" section and, again, may be reported anonymously.

Any questions you may have about the interpretation and application of this Code should be directed to your supervisor, the General Counsel or the Chief Ethics Officer. The phone numbers listed on page 3 may be used as a "help line" to raise questions and seek guidance on particular matters.

Business Practices

Loyalty and Conflicts of Interest

All employees of the Company have a duty of loyalty to the Company. Employees shall not have any relationship with any other business which conflicts with (or creates the appearance of conflicting with) the proper performance of their Company duties or responsibilities, or which might affect their independent judgment with respect to transactions between the Company and another business.

Outside Interests

Employees must advise either their business unit Controller, who in turn will advise the Chief Ethics Officer, of any outside business endeavors which might create a conflict of interest (or appearance of conflict) or which might improperly influence or appear to improperly influence their actions. For example, an employee may not have outside employment or business endeavors with a customer, supplier or competitor of the Company.

Personal Financial Interests

Every employee must avoid any outside financial interests which might improperly influence his or her corporate decisions or actions. Such outside financial interests include:

a personal financial interest (including an interest of a spouse, minor children and relatives living in the same household) in any customer, supplier or competitor of the Company; or
personal financial gain or advantage in connection with actions taken by an employee on behalf of the Company.

Open market investments in publicly traded companies when the employee does not have any material inside information are not prohibited by this Code, so long as such investments are not of such a size so as to influence the employee's judgment on Company matters.

Improper Personal Benefits

Conflicts of interest would also arise if an employee, officer or director receives improper personal benefits as result of his or her position with the Company. For example, services performed by other Company employees at personal residences or unauthorized, personal travel by Company aircraft is prohibited. In addition, personal loans to executive officers or directors are prohibited by federal law and in turn by this Code. Loans to other employees, or guarantees of obligations for their benefit, are permitted only in accordance with applicable personnel policies and procedures.

Gifts, Gratuities and Entertainment

Employees should not accept payments, gifts, entertainment, discounts or other favors which may appear to place them under some obligation to a third party dealing or desiring to deal with the Company. Similarly, employees should not give any such payments, gifts, entertainment, discounts or other favors to customers or suppliers. For example, this rule prohibits the payment or receipt of bribes, kickbacks or illegal payments of cash. Certain customary business courtesies, such as covering the bill for a lunch or dinner in connection with a business meeting, normally would not violate this policy. Employees, however, should try to keep such courtesies on a reciprocal basis in order to show that no gift or favor is sought or granted. In some countries, custom requires the exchange of gifts. In cases in which such gifts are appropriate, the Company will provide the gift. Any gift received that is more than nominal in value (more than $100 USD) is the property of the Company. If a gift exceeding nominal value is received, contact the General Counsel or Chief Ethics Officer for assistance in determining proper disposition.

Doing Business with Friends and Relatives

The Company may do business with an employee's friend or immediate family member¹¹, or a business in which a friend or immediate family member has an interest, provided the employee (and his or her spouse and minor children) have no personal financial interest in the transaction and the relationship is disclosed in advance to the Controller of the business unit, who in turn will advise the General Counsel. Ongoing interests must be disclosed to the business unit Controller on at least an annual basis and may be subject to further consideration.

Non-Employee Directors

As in the case of officers and employees, members of the Board of Directors of Newell Rubbermaid Inc. who are not officers or employees of the Company ("Non-Employee Directors") are required to advise the Company of any employment or other business endeavor with or personal financial interest in a customer, supplier or competitor of the Company. This Code generally prohibits an officer or employee of the Company from any employment or business endeavor with or personal financial interest in any of its customers, suppliers or competitors, with the exception of certain open market investments in publicly traded companies.

Unlike officers or employees, however, Non-Employee Directors are expected to be engaged in employment and other business endeavors and to have financial interests outside of the Company. In many instances, employment, business endeavors or personal financial interests of a Non-Employee Director with a customer, supplier or competitor of the Company that are not directly related to the business of the Company will not conflict with the performance of the director's duties and responsibilities and will not create an appearance of impropriety.

Accordingly, the provisions of this Code appearing under the captions "Outside Interests" and "Personal Financial Interests" do not prohibit Non-Employee Directors from employment or other business relationships with or personal financial interests in a customer, supplier or competitor of the Company unless that relationship or interest would conflict (or create the appearance of conflicting) with the proper performance of the Non-Employee Director's duties or responsibilities or could reasonably be expected to affect the director's independent judgment with respect to transactions between the Company and another business. The provisions of this Code do, however, require that Non-Employee Directors report in advance any employment or other business relationship or personal financial interest that they may have with a customer, supplier or competitor of the Company to the General Counsel and to the Chair of the Nominating/Governance Committee of the Board of Directors. That report will permit the Nominating/Governance Committee or the full Board of Directors to determine whether the relationship or interest conflicts (or creates the appearance of conflicting) with the proper performance of the Non-Employee Director's duties or responsibilities or affect the director's independent judgment with respect to transactions between the Company and another business. The same standard and procedures also apply to any interest in a transaction with the Company that may arise as a result of a Non-Employee Director's employment or business relationship with or personal financial interest in a customer or supplier for purposes of the provisions of the Code appearing under the caption "Doing Business with Friends and Relatives."

Examples of employment or business relationships or personal financial interests that the Board of Directors has concluded are likely, in most cases, to conflict (or create the appearance of conflicting) with the proper performance of a Non-Employee Director's duties or responsibilities or might affect his or her independent judgment include: (i) personal employment by or otherwise providing personal services for a significant competitor of the Company and (ii) a business endeavor with a customer, supplier or competitor of the Company that is directly related to the Company's business.

Fair and Ethical Dealing

Compliance with Laws

It is the Company's policy to comply fully with all laws and regulations that apply to its business. As you conduct the Company's business, you may encounter a variety of legal issues, particularly in the areas described in this Section. If you have any questions on specific laws or regulations, contact the General Counsel, your respective Group Counsel or a member of the Legal Services team.

The commitment of the Company to the highest ethical and legal standards extends to its business dealings throughout the world. The Company must obey U.S. and local laws of countries in which we do business in developing and maintaining international markets for its services. In countries where common practices might indicate standards less stringent than our own, employees should follow our standards as outlined in this Code. Employees should not take any improper actions intended to circumvent the application of local laws.

Equal Employment

Newell Rubbermaid values a diverse workforce, and believes in the principle of equality of the individual and that every employee deserves respect, dignified treatment and the opportunity to develop and advance to the utmost of his or her capabilities. Our diversity is our strength in an increasingly diverse marketplace. Therefore, we will not tolerate discrimination in employment and any human resources decisions on the basis of race, color, religion, sex, sexual orientation, gender identity, age, national origin, disability, citizenship, veteran status, marital status or pregnancy.

Inside Information and the Securities Laws; Outside Inquiries

As a public company, the Company is generally required by the Securities and Exchange Commission and the New York Stock Exchange to disclose promptly to the public all "material information" regarding the Company. It is illegal under the laws of the U.S. and many other countries for someone who possesses nonpublic, material information about the Company (or any company with which the Company does business) to buy or sell stock of such company, pass that information on to anyone else who does so or otherwise use such information for his or her own financial benefit. "Material information" means facts that would be likely to have an effect on the market price of a company's stock and could include information as to potential acquisitions, acquisition or loss of a major contract, business strategies, important financing transactions, internal financial information, plans to issue securities, changes in earning patterns, changes in dividend rates, changes in key management personnel, and important regulatory actions affecting the Company.

Inquiries about the Company from the financial press, investment analysts or financial institutions should be responded to by an appropriate representative of the Company. Any such inquiries should be referred to the Company's Chief Financial Officer, Investor Relations or the General Counsel.

In addition, all Directors, Officers and Assistant Officers of Newell Rubbermaid Inc., all Corporate Vice-Presidents, Group, Key Account and Global Business Unit Presidents and Controllers, and all employees in Corporate Accounting, Business Planning & Analysis and Investor Relations at the level of director or above should be familiar with the Company's Securities Transaction Compliance Program.

Consumer Product Safety Laws

Many of the products manufactured by Newell Rubbermaid and its business units are intended for use by consumers in or around the household. We are committed to making safe products. Our policy is to take all reasonable steps to see that our products meet or exceed applicable federal, state and industry safety regulations and standards. Violation of these regulations and standards could result in injury to consumers and also expose the Company to legal action. Any issues involving product safety standards should be reported to the relevant business unit safety personnel or directly to the General Counsel.

Environment & Sustainability

We believe that protecting the environment is important, and we must exercise good judgment with regard to the environmental aspects of our use of buildings and land, our manufacturing processes and our products themselves. It is therefore the Company's policy to see that our products and operations meet or exceed all federal, state, local and local country environmental requirements. Further, the Company has adopted a Sustainability Policy that identifies our commitments to environmental principles that go beyond compliance with environmental laws. Any environmental issues should be reported to the Company's Corporate Director of Global Sustainability and Environment or to the General Counsel.

Antitrust and Competition Laws

Laws governing competition exist in the United States, as well as in most of the industrialized countries in which the Company does business. The purpose of competition laws – which also may be known as antitrust, monopoly, fair trade or cartel laws – is to prevent interference with a competitive market system. It is the Company's policy to comply fully with all of the antitrust laws of the United States and other countries, while at the same time competing aggressively in the marketplace.

It is a violation of the antitrust laws for competitors to enter into an agreement or understanding, however informal, that unreasonably restrains trade. Price-fixing and allocation of products, markets, territories or customers are the clearest and most often prosecuted types of agreements among competitors that unreasonably restrain trade. In these cases, not only may the Company suffer large damage awards and heavy fines, but the individuals involved in the activity may be sent to jail.

No Company employee should agree with a competitor to fix prices, rig bids, or divide up customers or territories. In order to avoid the very grave risks associated with such conduct, no Company employee should ever discuss with an employee of a competitor:

the prices at which either company will sell its products;
the territories in which either company will sell its products; or
the customers to whom either company will offer its products.

In addition, agreements between two or more companies not to do business with (or boycott) some third company may violate the antitrust laws. Company employees should not discuss with others any companies or individuals with whom we will or will not do business, and should not attempt to persuade any other company to deny business to others.

It should be noted that antitrust issues often arise in conjunction with trade association activities. Company employees who attend trade association meetings must familiarize themselves with antitrust principles and legal pitfalls involved in trade association programs, and conduct themselves accordingly.

Foreign Corrupt Practices Act and Related Laws

The Foreign Corrupt Practices Act and other U.S. laws prohibit American companies and individuals from making payments to foreign government employees if the purpose of those payments is to obtain or retain business with another company or the foreign government itself. These laws prohibit directly (or indirectly through an agent) making payments or substantial "gifts" to foreign government employees, officials of political parties, political candidates, or government-owned businesses. The Act imposes criminal penalties, including fines and prison sentences, on corporations and their employees who violate the law. You should report any violation of these laws or any request for a bribe immediately to the General Counsel.

The Foreign Corrupt Practices Act makes an important distinction between bribes that are illegal and minor payments to foreign government employees to facilitate routine governmental functions. A company may, without violating the Act, pay a foreign government employee a small sum to facilitate, for example, issuing a permit or license; processing visas or work orders; obtaining police protection; or loading or unloading cargo. While Company policy does not prohibit such payments, employees should seek advice in advance from the General Counsel in situations where more than a few dollars in facilitating payments are involved. All facilitating payments must be properly accounted for in the Company's accounting records.

Anti-Money Laundering

The Company is committed to complying fully with all anti-money laundering and anti-terrorism laws throughout the world. The Company will conduct business only with reputable customers involved in legitimate business activities, with funds derived from legitimate sources.

Import Laws and Counter-terrorism

As an importer, the Company must comply with import regulations as well as counter-terrorism requirements when engaging in international trade. If you are involved with importing, you need to be aware of the applicable governmental regulations and requirements, including those required by the Customs-Trade Partnership Against Terrorism (C-TPAT). A failure to comply can result in fines, penalties, imprisonment and/or a loss of import privileges.

Export Laws

In general, anything the Company ships out of the United States must be covered by an export license. There are certain statutory general licenses which allow the Company to export some products without a specific license. Export control regulations are, however, quite complex and differ for companies located in the United States and abroad. Any employees involved in any export transaction must observe at least these three rules:
1. satisfy themselves that there is some export license which allows the export they want to make; and
2. familiarize themselves with the list of countries against which the U.S. maintains total or partial bans on U.S. exports and the rules relating to exporting to such countries either directly or indirectly through foreign subsidiaries or other third parties; and
3. any information which any employee furnishes to other Company employees, to the government or to companies that the Company may have hired to facilitate its export transactions must be truthful.
It is important to note that a domestic company may not facilitate or encourage a non-domestic company or subsidiary to perform a transaction that the domestic company could not perform directly itself pursuant to the export sanctions laws. If you have questions regarding import / export laws, contact your business unit Controller or the General Counsel.
Antiboycott Laws
U.S. antiboycott laws prohibit the Company from complying with or furthering an international boycott not supported by the U.S. Government, such as the Arab League boycott of Israel. Company policy requires Company employees, agents and representatives to strictly comply with U.S. anti-boycott laws, which apply to both U.S. and foreign subsidiaries and affiliates. The U.S. antiboycott laws apply to both United States and foreign subsidiaries that are included in the Newell Rubbermaid consolidated tax return. These laws prohibit agreements to comply with the boycott as well as the furnishing of any information that may be construed as boycott-related. U.S. law requires the Company to report requests to comply with the boycott, as well as requests to furnish information that may be boycott-related. Because language that may be of a boycott nature may be difficult to spot, all inquiries and correspondence originating in the Middle East, including, but not limited to, letters of credit and documents related to intellectual property protection, should be reviewed promptly by the General Counsel. In addition, any verbal requests made by parties in the Middle East that appear to be related to the boycott should be reported promptly to the General Counsel.

Accurate Company Records / Integrity in Financial Reporting

Political Contributions & Activities

Work Environment

Policy Against Sexual & Other Harassment

The Company strives to provide all employees with a healthy, safe and productive work environment. This work environment extends beyond such physical conditions as a well-swept floor or the safety of a plant. The Company work climate also must be free from discrimination and harassment based on race, color, religion, sex, sexual orientation, gender identity, age, national origin, marital status, disability, veteran status or other facts that are unrelated to the Company's legitimate business interests. The Company will not tolerate harassment (including sexual advances, actions or comments of a sexual nature including explicit jokes, comments, e-mails, gestures or pictures) or any conduct in the workplace that creates, in the judgment of the Company's management, an intimidating, hostile or otherwise offensive environment by anyone, including any manager, employee, vendor or customer of the Company.

If you believe that you are subject to such conduct, you should bring such activity to the attention of the Company, either by informing your supervisor, the business unit Human Resources Department, Labor Counsel, Group Counsel or the General Counsel as you feel comfortable and deem appropriate. Employees who are found to have engaged in harassment or discrimination, or to have misused their positions of authority in this regard, are subject to disciplinary measures, up to and including dismissal.

Violence-free & Drug-free Workplace

The Company promotes a safe work environment for all its employees. Some activities that are prohibited because they clearly are not conducive to a safe work environment are: (i) threats and intimidation; (ii) violent behavior; (iii) possession of weapons of any type; and (iv) the use, distribution, sale or possession of illegal drugs, any other controlled substance (excluding prescribed medication) or alcohol. Any such activity should be brought to the attention of your supervisor, the business unit Human Resources Department or the General Counsel as you deem appropriate. Any violent threats or assaults that require immediate attention should be reported to security (if applicable at the subject facility) or police.

In addition, employees should not be on Company premises or in the Company work environment if they are under the influence of or adversely affected by illegal drugs, controlled substances or alcohol. This section does not prohibit the consumption of alcohol served or sold by the Company on the premises in countries where such practice is permissible and common. Any impairment or adverse influence shall not be tolerated. Employees who engage in prohibited workplace activities may be removed from the work premises and are subject to disciplinary measures, up to and including dismissal. Criminal behavior will be reported and prosecuted.

Inhumane Labor Practices

The Company opposes the illegal use of underage labor, the exploitation of children, and all other forms of unacceptable treatment of workers. Moreover, it is our policy not to work with any supplier or contractor known to operate with unacceptable worker treatment such as the exploitation of children, physical punishment, forced labor (as a result of slavery or human trafficking or by prisoners) or other forms of abuse. No abuse of child or other labor is acceptable to the Company, and if any violation of our principles becomes known to the Company, it is grounds for immediately terminating the business relationship.

Use of Company and Customer Resources

General

The ability of the Company to meet its broad commitments to customers, suppliers, employees, stockholders and communities depends on ethically and efficiently utilizing Company and customer resources. These resources include technology, data, buildings, land, equipment, cash and the time and talent of employees.

As employees, we may not make improper use of Company or customer resources nor permit others to do so. Improper use includes unauthorized appropriation, possession or use of Company or customer assets. Examples range from taking office supplies home for personal use, to padding business travel expense reports, to failing to legitimately track hours worked.

Information Technology

The Company's information technology resources, including e-mail, are to be used for authorized business purposes. Employees should be familiar with the Information Technology Usage Policy which provides greater detail and specific examples. Employees shall not use information resources for unauthorized purposes, such as advertisement, solicitation, harassment, personal profit, or for any unlawful or unethical purpose. Employees should not have any expectation of privacy regarding any material stored, created, received, sent or accessed using any Company information technology resources, including e-mail and web site visits to the extent allowed by law. The Company reserves and will exercise its authority to monitor, intercept and disclose any such materials for any legitimate business reason, including evaluating work performance, detecting crime, and investigating unauthorized use of resources consistent with applicable local laws in the countries in which Newell Rubbermaid has operations.

Proprietary Information

The Company's intellectual property is vital to its success and should only be used for the benefit of the Company in the ordinary course of employment. The Company's intellectual property includes pricing data, customer lists, financial information, information regarding business needs of customers, knowledge about business opportunities, designs, engineering and manufacturing know-how and processes, a variety of internal databases, patent applications, copyrighted material and other information useful to the Company's business that is not known to its competitors. Care must be taken in connection with such information or the property rights in such information may be destroyed. It is also critical that we respect the valid intellectual property rights of others. Unauthorized use of others' intellectual property can expose the Company and even individual employees to civil law suits and damages, including significant fines and criminal penalties.

To avoid unintentional disclosure of proprietary information, never discuss with any unauthorized person proprietary information that has not been made public by the Company. This information includes unannounced products, prices, sales volume, earnings, proposed acquisitions or dispositions of businesses, procurement plans, capital requirements, product performance data, marketing and service strategies, business plans, and other confidential information. Care must also be taken when discussing proprietary information with authorized Company employees in the presence of others who are not authorized. For example, care should be taken if discussing proprietary information of the Company at trade shows or in public areas, such as an airplane or elevator. In addition, you should be careful not to disclose proprietary information of the Company when discussing work related matters with family members and friends, since the potential exists for information revealed during those discussions to be innocently or inadvertently disclosed to someone else.

Electronic Personal Data

Personal identifying data of employees, consumers, or others that is collected, stored, and/or processed by the Company may be subject to data privacy regulations imposed on a regional, national, or local level. Because of conflicts among these data privacy laws, the Company has also imposed upon itself certain restrictions having the force of law. Before collecting any such data, processing it for use in our business, or transferring it outside the Company, you should contact your business unit's Information Technology manager or the General Counsel.

Record Retention

All employees must comply with all laws relating to records preservation. The records and paperwork we generate must be stored and filed properly, and retained at a minimum for as long as legally required. Failure to appropriately manage records places us at risk for possible penalties, fines, and other sanctions. Contact your respective Group Counsel for more detailed record retention guidelines applicable to your business unit.

The Company has an obligation to prevent the destruction of documents and data relating to potential or pending litigation, investigations or in response to court orders. In those circumstances, the Legal Services Department issues a "legal hold" on the destruction of documents and data relating to a particular matter. Falsification, concealment, or unauthorized destruction, of any company document or record, whether on paper, electronic media or in any other format, will not be tolerated.

Implementation and Compliance

The General Counsel has overall responsibility for overseeing compliance with this Code. The General Counsel's address is:

	Dale L. Matschullat
	Senior Vice President, General Counsel
	3 Glenlake Parkway
	Atlanta, Georgia 30328
	Dale.Matschullat@newellco.com

The General Counsel has designated a Chief Ethics Officer to be primarily responsible for the implementation and compliance with this Code:

	Lori A. Prokes
	Vice President, Asst. General Counsel & Chief Ethics Officer
	2707 Butterfield Road, Suite 100
	Lori.Prokes@newellco.com

An email may also be sent to: ethics@newellco.com

Dedicated telephone numbers have been established for the handling of matters related to this Code. All calls will be treated confidentially, and there is no caller identification capability. The numbers are:

Toll free in the United States: (800) 817-7845

Or, from outside the United States: (001) + (630) 481-1698

All reports received by the Company will be promptly and thoroughly evaluated. The General Counsel or his designee will take appropriate actions to investigate all reports, which may include, among other things, review of appropriate records and interviews with employees, utilizing a third-party auditor or doing nothing further if a report is deemed frivolous.

Training programs may periodically be held either electronically or in person to keep employees aware of and sensitive to this Code's content. Your active participation and completion within set deadlines is expected.

Each of us is responsible for his or her own actions. Integrity is a personal responsibility. No employee can justify or escape the consequences of an illegal or unethical act or a violation of this Code by claiming it was ordered by someone in higher management. No one, regardless of position in the Company, is ever authorized to direct an employee to commit an illegal or unethical act or to violate this Code.

Any employee violating this Code will be subject to disciplinary action, up to and including discharge, and could be subject to civil or criminal legal proceedings.

Reporting Possible Violations

Honest differences of opinion concerning appropriate business conduct and ethics are inherent in any large organization. You may therefore be faced with a circumstance or situation that you think (but are not sure) may violate this Code. In general, you are expected to discuss and attempt to resolve these matters through normal management channels.

If you believe it is inappropriate to discuss the matter with your immediate supervisor, or if a difference of views persists even after discussion, you should seek to resolve the matter at the next highest level of management or with any other member of management. If you are uncomfortable discussing the matter with a member of management, you may discuss it with the General Counsel. All such reports to the General Counsel will be treated confidentially.

Employees are also expected to cooperate fully in any investigation of a violation or possible violation of this Code that is conducted by the Company and to maintain the confidentiality of the proceedings.

Retaliation Forbidden

Reprisal or retaliation of any kind against an employee who discusses or reports a violation of this Code, or what he or she honestly believes may be a violation of this Code is forbidden. Reprisal or retaliation of any kind against an employee who cooperates in any investigation of a violation or possible violation of this Code that is conducted by the Company or legal authorities is also forbidden. A violation of this prohibition against retaliation will also result in disciplinary action up to and including discharge.

Possible Sanctions

The policies in this Code are important to the Company and must be taken seriously by all of us as employees. Accordingly, violations of these policies will not be tolerated and may result in one or more of the following sanctions, as appropriate and in accordance with local country laws:

a warning;
a reprimand (which will be noted in individual's permanent personnel record);
probation;
demotion;
temporary suspension;
dismissal;
required reimbursement of losses or damages; and/or
referral for criminal prosecution or commencement of civil litigation.

Conclusion

Footnotes

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