The purpose of this policy is to assure that the business of the United
States Synthetic Fuels Corporation (the "Corporation") is conducted
effectively, objectively, and without improper influence or the
appearance thereof. The Corporation expects that its Directors,
Officers, and Employees will exhibit courtesy, consideration, and
promptness in all dealings with the public, with parties having business
before the Corporation, and with goverment agencies and will avoid any
action, whether or not specifically prohibited by this policy, which
might result in, or create the appearance of:

(1) using Corporation office for private gain;

(2) giving improper preferential treatment to any person;

(3) impeding the efficiency and economy of the operations of the
Corporation;

(4) making a Corporation decision outside of official channels; or

(5) affecting adversely the confidence of the public in the integrity of the Corporation.

This policy also implements:

(1) the financial disclosure provisions of the Ethics in Government Act of 1978, as amended (Pub. L. 95-521), made applicable to the Corporation by Section 118(a) of the Energy Security Act (Pub. L. 96-294) (the "Act" or the "Energy Security Act");

(2) the regulations relating to the financial disclosure provisions of the Ethics in Government Act of 1978, as amended, issued by the Office of Personnel Management (5 C.F.R. Part 734);

(3) the provisions of Section 207(a) of title 18 of the United States
Code (and subsections (f), (h) and (j) of such section to the
extent that they relate to section 207(a)) relating to
post-employment prohibitions applicable to former Directors,
Officers and Employees of the Corporation, pursuant to Section
118(d) of the Energy Security Act; and

(4) the regulations relating to 18 U.S.C. 207(a) and subsection (f),
(h), and (j) of said section as they relate to 18 U.S.C. 207(a),
issued by the Office of Personnel Management. (5 C.F.R. Part 737).

In addition, this policy directs the attention of the Directors, Officers, and Employees of the Corporation to certain important prohibitions and requirements imposed by the Energy Security Act and other laws of the United States. This policy does not purport to

(c)

reflect or enumerate all restrictions or requirements imposed by statutes, regulations or otherwise upon Corporation Directors, Officers, and Employees and former Directors, Officers, and Employees of the Corporation. The omission of a restatement of or a reference to any restriction or requirement in no way alters the legal effect of that restriction or requirement and any such restriction or requirement, as the case may be, continues to be applicable in accordance with its own terms.

It is expected that the provisions of this policy will be observed and administered in a manner which is consistent with both their spirit and their letter.

Section 2. Applicability.

Unless specifically provided otherwise, the provisions of this policy apply to all Directors and Employees of the Corporation.

Unless the context requires otherwise, the following definitions apply in this policy:

"Act" and "Energy Security Act" rean the Energy Security Act (95 Stat.
611, Pub. L. 96-294) approved June 30, 1980.

"Board of Directors" and "Board" mean the Board of Directors of the
Corporation.

"Chairman" means the Chairman of the Board of Directors or his delegee.

"Corporation" or the "United States Synthetic Fuels Corporation" means the Corporation created by Subtitle B of Title I of the Act.

"Director" means a member of the Board of Directors.

"Employee" means a Corporation officer or a full-time or part-time
employee of the Corporation or an employee of a Government agency
assigned or detailed to the Corporation.

"Ethics Officer" means the person designated pursuant to Section 5 hereof to administer this policy and the provisions of Title II of the Ethics in Government Act within the Corporation.

"Participating Organization" means any entity listed on the List of Participating Organizations published from time to time by the Ethics Officer under Section 6(b) (5) hereof, which List shall contain the name of each firm, corporation or other entity which has undertaken or formally proposes to undertake a synthetic fuels project involving the Corporation and any other entity participating in any material way in any such project, including but not limited to financial institutions, investment bankers, construction companies, engineering firms, supply contractors and attorneys.