Section 4. Corporation Ethics Program.

(a)

The Corporation's ethics program shall consist generally of liaison with the Office of Government Ethics; review of financial disclosure reports; ethics counseling; and the administration of this policy within the Corporation.

(0) The Ethics Officer under the direction of the Chairman is the Corporation official responsible for establishing, maintaining and carrying out the Corporation's ethics program. To carry out this responsibility, sufficient resources (including investigative, audit, legal and administrative staff as necessary) shall be made available to enable the Corporation to administer its program in a positive and effective manner.

Section 5. Designated Corporation Ethics Officer.

(a)

(6)

By designation of the Chairman, a qualified attorney in the Office of the General Counsel of the Corporation shall serve as the Corporation's ethics official and as such will administer the provisions of Title II of the Ethics in Government Act within the Corporation, coordinate and manage the Corporation's ethics program and provide liaison to the Office of Government Ethics with regard to all aspects of the Corporation's ethics programs.

The Chairman may designate an alternate Corporation Ethics Officer who shall serve in an acting capacity in the absence of the designated Ethics Officer.

Section 6. Responsibilities and Administration.

(a) Each Employee shall:

(1) read and comply with this policy and the statutes and regulations referred to herein. Each Employee shall receive a copy of this policy and acknowledge such receipt in writing prior to assuming duties at the Corporation or, if already employed, promptly after the effective date of the policy;

(2) be mindful of the high standards of integrity expected of them in all their activities, personal and official;

(3) recognize that violation of the provisions of this policy or the laws referred to herein may subject them to dismissal, disciplinary action, and other penalties; and

(4) discuss with the Ethics Officer any problems arising out of this policy.

(c)

(1) assure that required reports are promptly filed by all Directors and Employees;

(2) review all reports submitted to him;

(3) notify Directors and Employees at the time of entrance on duty and periodically thereafter of the availability of counseling services and how.and where these services are available;

(4) bring the provisions of this policy to the attention of each
Director and Employee as circumstances warrant;

(5) compile, maintain and periodically update a list of all

Participating Organizations and submit such list to the Vice
President for Administration for distribution to all Directors and
Employees; and

(6) serve as the Corporation's designee to the Office of Government Ethics on matters within the jurisdiction of that office covered by this policy.

The Director of Personnel shall:

(1) distribute to prospective Employees, and departing Employees, those forms required to be submitted pursuant to this policy; and

(2) distribute a copy of this policy to all prospective Employees at the time of an offer of employment with the Corporation is made or, if possible, prior to making such offer.

(a) It is the policy of the Corporation not to interfere in the private lives of its Directors and Employees. However, in view of the public trust confided to the Corporation by the Energy Security Act, certain standards of conduct, some of which are statutory, are required to assure the proper performance of the Corporation's business and the maintenance of public confidence in the Corporation. The provisions of this section are designed to insure the fulfillment of that trust and the maintenance of that public confidence. Adherence to the provisions in this section requires that Directors and Employees not do indirectly what would be improper to do directly.

(b)

The attention of Directors and Employees is directed to the following statutory provisions:

(1) The prohibition contained in section 118(c) of the Act (42 U.S.C. 8714(c)) relating to a Director voting on any matter in which, to his or her knowledge, he or she has a financial interest (See Section 17(g) hereof).

(2) The prohibition contained in section 118(d) of the Act (42 U.S.C.
8714(d)) relating to post-employment activities of former Directors
and Employees of the Corporation (See Section 20 hereof).

(3) The prohibition contained in section 161 of the Act (42 U.S.C.
8761) relating to false statements in connection with certain
Corporation activities.

(4) The prohibition contained in section 162 of the Act (42 U.S.C.
8762) relating to forgery of Corporation instruments and agreements.
(5) The prohibition contained in section 163 of the Act (42 U.S.C.
8763) relating to misappropriation of funds and unauthorized
activities in relation to the Corporation's business.

(6) The prohibition contained in section 164 of the Act (42 U.S.C.
8764) relating to conspiracy to commit acts made unlawful by
sections 161, 162 or 163 of the Act.

(7) The prohibition contained in section 171(b) of the Act (42 U.S.C.
8771(b)) relating to the exercise of the Corporation's authorities.
(8) The prohibition contained in section 121(c) of the Act (42 U.S.C.
8717(c)) and 18 U.S.C. 1905 relating to the disclosure of
confidential information.

(9) The prohibition contained in 18 U.S.C. 201 relating to the
solicitation or receipt of anything of value for or because of an
official act.

(10) The prohibition contained in 18 U.S.C. 1719 relating to misuse of
the franking privilege.

(11) The prohibition contained in 18 U.S.C. 600 relating to promises of
employment or other benefit for political activity.

(12) The prohibition contained in 18 U.S.C. 601 relating to deprivation
of employment or other benefit for political contribution.

(13) The prohibition contained in 18 U.S.C. 602 relating to solicitation
of political contributions.

(14) The prohibition contained in 18 U.S.C. 603 relating to making
political contributions

Section 8. Gifts, Gratuities, Entertainment and Favors.

(a)

Acceptance of gifts, gratuities, entertainment and favors from those who
have or seek business with the Corporation may be a source of
embarrassment to both the Corporation and the Director or Employee
involved, may affect or appear to affect the objective judgment of the
recipient, and may impair public confidence in the integrity of the

b)

Corporation's business relationships. Therefore, except as provided in subsection (b) of this section, no Director or Employee shall knowingly solicit or accept, directly or indirectly, any gift, gratuity, favor, entertainment, loan or any other thing of monetary value, from any Participating Organization or any person who (1) has, or is seeking to obtain, contractual, or other business or financial relations with the Corporation; or (2) has interests that may be substantially affected by the performance or nonperformance of the Director's or Employee's official duty. In those cases in which the tender of any such gift, gratuity or other thing of monetary value occurs under circumstances making the return thereof to the donor either impractical or impossible, the item involved shall be promptly delivered to the Vice President for Administration of the Corporation. All such items delivered to the Vice President shall be disposed of by him in accordance with instructions of the General Counsel of the Corporation.

Notwithstanding the foregoing, a Director or Employee may:

(1) accept gifts, entertainment or favors given him as a result of obvious family or personal relationships (such as those between a parent, child, spouse or other relative of the Director or Employee) when the circumstances make it clear that it is those relationships rather than the business of the persons concerned which are the motivating factors;

(2) accept food and refreshments of moderate value on infrequent occasions in the ordinary course of a luncheon or dinner meeting or other meeting or on an inspection tour where such Director or Employee is authorized by the Corporation to be in attendance;

(3) with approval of the Vice President to whom he or she reports and the Ethics Officer, accept food and refreshment, transportation, lodging or subsistence from a consumer, environmental, industrial, technical, trade, professional or other association or similar group, in connection with the Employee's participation in a widely attended luncheon, dinner, seminar, conference or similar gathering sponsored by the donor; provided that this exception shall not apply when the donor is a Participating Organization or an association or group composed principally of Participating Organizations.

(4) accept Joans from banks or other financial institutions or parties on customary terms to finance proper and usual activities such as home mortgage loans;

(5) accept unsolicited advertising or promotional material, such as pens, pencils, note pads, calendars and other items of nominal intrinsic value; and

(6) accept transportation to inspect or investigate a location or
facility, if under the circumstances it would be unduly
inconvenient or inefficient to use other transportation.

Section 9. Outside Employment and Other Outside Activity.

(a)

(0)

(c)

(d)

Employees are prohibited from holding employment with any Participating Organization and shall not engage in any other outside employment or outside activity not compatible with the full and proper discharge of the duties and responsibilties of their Corporation employment. Incompatible activities include but are not limited to:

(1), acceptance of a fee, compensation, gift, payment of expense or any other thing of monetary value in circumstances in which acceptance may result in, or create the appearance of, a conflict of interest;

or

(2) outside employment which tends to impair the individual's mental or
physical capacity to perform his or her Corporation duties and
responsibilities in an acceptable manner, or which requires time or
attention during the Employee's official work hours.

Within the limitations imposed by this section, Employees are encouraged
to engage in teaching, lecturing and writing. However, a Director or
Employee shall not, either for or without compensation, engage in
teaching, lecturing or writing that is dependent on information obtained
as a result of the Employee's Corporation employment, except (1) where
that information has been made available to the general public or will
be made available on request, or (2) when the Chairman gives written
authorization for the use of non-public information on the basis that
the use is in the public interest. To the extent there is a variance,
any such teaching, lecturing and writing shall clearly distinguish the
views of the Employee from those of the Corporation and its management.
In addition, Directors and Employees shall not accept any compensation
or honorarium for any consultation, lecture, discussion, writing or
appearance the subject matter of which is devoted substantially to the
responsibilities, programs or operations of the Corporation.

No Employee shall accept a fee from an outside source on account of a
public appearance, speech or lecture (1) if the public appearance or the
preparation or delivery of the speech or lecture was a part of the
official duties of the Employee, (2) if the public appearance, speech or
lecture was made during official working hours, or (3) if travel for the
purpose of the public appearance, speech, or lecture was made at
Corporation expense. In addition, no Employee shall accept a fee for
the preparation, publication or review of an article, story or book if
it was prepared during official working hours or was part of the
official duties of the Employee..

This section shall not preclude an Employee from:

(1) participating in discussions and meetings of a professional nature and from receiving from outside sources (other than a Participating Organization) bona fide reimbursement for actual expenses of traveĭ and subsistence incurred in connection with his or her participation if such Employee's participation is not a part of his official duties at the Corporation;