Corporate Governance

The Power of Integrity – A Guide to Business Conduct

 

Introduction Our Integrity and Compliance Program Personal Responsibility Our Commitment to our Employees Our Commitment to our Customers, Suppliers and Competitors Our Commitment to our Shareholders Our Commitment to our Communities

Chairman's Message

Dear fellow employees of the Sierra Pacific Resources family, The Power of Integrity – A Guide to Business Conduct is a resource for every company director, officer, employee and agent in applying legal and ethical practices to their everyday work. The Guide describes not only our standards of integrity but also some of the specific principles and areas of the law that are most likely to affect us.

This continuing commitment to ethical behavior is critically important to maintain in order to strengthen our reputation of integrity with our customers, our co–workers, our suppliers, our shareholders and within the communities we serve. Honesty and trustworthiness form the foundation upon which all success can be built.

The Power of Integrity is provided to outline appropriate business conduct and the mechanisms available for addressing issues and questions. It is essential that you take time to read and understand it. If you are ever uncertain about what is appropriate behavior or have questions of an ethics or compliance nature, I urge you to discuss your concerns with your supervisor or one of the many other resources listed in this Guide to assist you.

Simply put, the power of integrity lies within each and every one of us. Personal integrity, upheld on a day–to–day basis, is the unshakable foundation for corporate integrity. Your dedication to these principles will enhance our corporate reputation for excellence and quality, and allow you to feel a sense of pride at the end of each day for what we have accomplished together.

Walt Higgins

Chairman of the Board

Introduction

The development of well-written vision, mission and values statements signals intent and direction and allows for good governance. Our Mission, Vision and Values statements set our company’s strategic compass for shareholder value, customer satisfaction, high performance workforce and operational excellence.

We are committed to earning our customers’ confidence and trust by providing reliable service, expertise and timely responsiveness. We strive to create an environment of mutual respect, encouragement and teamwork that rewards commitment and performance and seeks to be responsible to the needs of employees. We will also respect our employees' work/home life balance and privacy. Maintaining financial performance by doing the right things in the right way and keeping ethical standards at the forefront of our activities is our shareholder commitment.

The Power of Integrity – A Guide to Business Conduct (Guide) brings together, for all employees of Sierra Pacific Resources and its affiliated companies (company), a resource to help our employees take a consistent approach to key integrity issues. The Guide explains the behaviors that will help our company meet its commitment to operate on the highest standards of ethical behavior.

Detailed business function and/or department policies exist to provide more specific guidelines for employees. For additional information, employees are encouraged to refer to these corporate and job-specific policies and procedures. Many of these policies are located on our Matrix (company intranet), or are available from the associated departments.

Nevada Power Company, Sierra Pacific Power Company, and the IBEW have bargained certain work rules, policies  and codes of conduct that apply to represented employees.  This Guide is intended to clarify and update these work rules, policies and codes of conduct in light of the enactment of certain laws and regulations and is not intended to materially change such work rules, policies and codes of conduct.
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This Guide replaces any prior Standards of Conduct policies.

Integrity Code

• Through leadership at all levels, sustain a culture where ethical conduct is recognized, valued and exemplified by all employees.
• Obey the applicable laws and regulations governing our business conduct.
• Be honest, fair and trustworthy in all your company activities and relationships.
• Avoid all conflicts of interest between work and personal affairs.
• Foster an atmosphere in which fair employment practices extend to every member of the Sierra Pacific Resources family.
• Strive to create a safe workplace and to protect the environment.

A Statement of Ethics

The principles of business conduct outlined in the Guide are grounded in our shared values.

• Integrity
• Teamwork
• Improving Performance
• Accountability
• Diversity
• Stewardship

You play an important role in making sure the company operates within the highest standards of ethical behavior. These shared values, along with the Guide, give you a framework for ethical decision–making.

Keep in mind that the Guide cannot possibly cover every situation that might arise on your job. The contents of the Guide are subject to revisions as the many laws and regulations under which the company operates may change. Also, each department may develop additional policies and standards of conduct to complement those described in this Guide. You may find those policies on the company intranet site.

Making Ethical Decisions

Situations involving questions of ethics and values are often complex and ambiguous. Sometimes a law or policy clearly dictates the outcome. More often, a situation will require interpretation to decide a fair and reasonable course of action.

When faced with a decision, employees are encouraged to use the PLUS guidelines. Ask yourself, what feels right or wrong about the situation or action?

If additional advice would be helpful, your supervisor knows you and your job responsibilities and is usually in the best position to help. You may also refer to specific corporate policies as a resource.

Who Must Follow the Guide

Every person working at our company, whether at the corporate level or within an affiliate, must conform to the principles expressed in the Integrity Code. Our company requires its directors, officers, employees, consultants and contractors to conduct themselves in accordance with this Guide. In addition, every supervisor and manager is responsible for helping employees understand and comply with these principles.

To help you better understand what this commitment means as far as your own business conduct responsibilities, we offer this Guide. The Guide explains the behaviors that will help our company meet its commitment to operate on the highest standards of ethical behavior.
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Our Integrity and Compliance Program

Corporate Compliance

A corporate–wide organizational structure has been established to coordinate, implement and oversee compliance with the Guide and with the company’s corporate policies, procedures and standards on which it is based.

Ethics and Compliance Office (Compliance Department)

The Ethics and Compliance Office, led by the Compliance Officer, shall oversee company compliance with laws, regulations and policies, self–governance activities, compliance risk assessment, integrity and compliance training, and monitoring and reporting on compliance efforts.

The Ethics and Compliance Office is responsible for managing all integrity and compliance programs and administering the Integrity Line including managing the investigation process and reviewing results of investigations. This team will monitor consistent application of business conduct rules and ensure that employee concerns are addressed in a fair, unbiased and timely manner.

The Ethics and Compliance Office is a resource for you to seek guidance or clarification in complying with and resolving ethical and compliance concerns. They provide employees a safe haven to go outside the traditional reporting chain and assure preservation of a free and open atmosphere that facilitates the reporting of alleged violations without fear of retribution.

Business Conduct Council

The Business Conduct Council consists of a small team of leaders charged with providing strategic direction for the Ethics and Compliance Office. Representing business units throughout the company, the Council supplies the Ethics and Compliance Office with a diverse and candid view of key ethics and business practice issues that our company faces. Working jointly with the Ethics and Compliance Office, they evaluate the effectiveness of integrity and compliance programs by monitoring and analyzing trends and addressing the results by recommending training and policy implementation.
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Personal Responsibility

As an Employee

It is your responsibility to read and understand this Guide and to comply with it in both letter and spirit. You are obligated to act in accordance with the following:

Learn the details of policies dealing with your work. You should have a basic understanding of issues covered by each policy, and you should have a detailed understanding of policies that apply to your job.

Seek assistance from your leadership, the Ethics and Compliance Office, Human Resources Partner or the Business Conduct Council when you have questions about application of the policies.

Promptly raise any concern you may have about possible violations of any company policy, or about a possible issue that you believe might violate a company policy.

As a Leader

In addition to your responsibilities as an employee, leaders are expected to:

Build and maintain a culture of compliance by:

• Personally leading compliance efforts through ongoing monitoring of compliance matters and programs within your area of responsibility.
• Leading by example, using your own behavior as a model for employees.
• Making sure that employees understand that business results are never more important than compliance.
• Encouraging employees to raise any integrity questions and concerns.

Prevent compliance problems by:

• Ensuring that compliance risks associated with the business processes under the leader’s management are systematically identified.
• Ensuring that policies and procedures, tailored to the particular risk areas faced by a business, are issued and communicated.
• Providing education to ensure that employees understand the requirements of Company policies and applicable law.

Detect compliance problems by:

• Implementing appropriate control measures in business processes to detect heightened compliance risks and/or violations.
• Promoting an effective ethics system that permits employees to raise concerns without fear of retaliation.
• Listening to the concerns of employees to detect any signs of non–compliance.

Respond to compliance problems by:

• Taking prompt corrective action to fix any identified weaknesses in compliance measures.
• Taking appropriate disciplinary action.
• Consulting with the Ethics and Compliance Office to make appropriate disclosures to regulators and law enforcement authorities.

Your Personal Commitment

All employees must sign an annual acknowledgement of their commitment to the spirit and letter of the Guide as part of our ongoing Ethics and Compliance training. Training will be provided to all new employees during the company’s new employee orientation.

When You Have an Integrity Concern

One of the most important responsibilities each of us has as an employee is the obligation to raise a concern about a possible violation of company policy or law. Sometimes it may be difficult to raise such a concern. It might feel like it would be a breach of personal ethical standards to do so. If you experience that sense of conflict, it is important to remember the tremendous harm that not raising a concern can cause, including:

• Serious damage to the health, safety and well being of yourself, your fellow employees, the company as a whole, our customers and the communities in which we serve.
• The loss of confidence in our company – by customers, shareholders, governments and neighbors.
• Huge fines, damage awards and other financial penalties against the company; fines and/or prison sentences for individual employees.
  

The company requires that employees not sit silently when they have a concern about a policy or law that may have been violated. The company offers you many ways to get answers to your questions about integrity issues and to raise any concern about what might be a violation of this Guide or other company policies. Generally, your supervisor or manager will be in the best position to resolve the issue quickly. If after raising an integrity concern, the issue is not resolved, raise it with one of the other contacts listed in the Resources section of this Guide. You can raise your concern orally and if you prefer, you can do it anonymously.

Your obligation is to SPEAK UP, ASK QUESTIONS, GET ANSWERS. Bring the concern into the open so that it can be resolved quickly and more serious harm can be prevented.

Integrity Line 1.888.256.5819

As part of our commitment to uncompromising integrity and respect for people, the Integrity Line was established for our employees, business partners and others to report any questions or concerns they may have about compliance with this Guide, or the laws, regulations, or contract provisions that govern our company’s business.

The Integrity Line is available 24 hours a day, seven days a week. The Integrity Line is operated by a third–party professional service that provides similar services to other companies. Use of an outside professional service allows callers to remain anonymous, if they want. When you call the Integrity Line, a trained communications specialist answers your call, listens as you ask questions or describe your concern, and then provides you with a unique code number and date to call back to follow up on the status of your call. Following your call, the specialist documents your question or concern and forwards the report to the Ethics & Compliance Office for review and handling.

If you report what you suspect to be unethical or illegal activities, you should not be concerned about retaliation from others. Our company will not tolerate any reprisal or retaliation against a person who, in good faith, reports a known or suspected violation of the law or of company policy, including this Guide. Disciplinary action, up to and including termination of employment, will be taken against any employee or officer involved in retaliation.

Accounting/Auditing Concerns

The law requires that the company’s Audit Committee have in place procedures for the receipt, retention and treatment of complaints concerning accounting, internal accounting controls, or auditing matters and procedures for employees to anonymously submit their concerns regarding questionable accounting or auditing matters.

To address your complaints regarding accounting, internal accounting controls or auditing matters, call the Integrity Line at 1.888.256.5819. These types of complaints will be documented by the outside professional service and automatically routed to the appropriate members of the Audit Committee of the Board of Directors.

Consequences for Violations

The company regards violation of the spirit or letter of the law or company policies as a serious matter since violations may put the company and its employees at risk. For this reason, violations of any of our standards will result in action, from coaching to formal discipline up to and including termination. Certain violations may be referred to legal authorities for investigation and civil or criminal prosecution.

Those who work with us, such as contractors, consultants, agents, representatives and suppliers, are also required to follow these standards.

Issue Resolution Process

The Issue Resolution Process diagram outlines the process that the Ethics & Compliance Office will follow in its efforts to resolve any ethical issues that may occur. Employees covered by a labor agreement should consult their union representative regarding grievance procedures. Typically, issues being addressed through the collective bargaining grievance process will not be addressed using the Issue Resolution Process. (See Appendix A - Issue Resolution Process)
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Our Commitment to our Employees

Diversity and Fair Employment

Our company strives to attract and keep the best people and to create an environment where everyone has the opportunity for growth and development without regard to gender, race, ethnicity, sexual orientation, physical or mental disability, age, pregnancy, religion, veteran status, national origin or any other legally protected status.

We believe and recognize that all people should be respected for their individual abilities and contributions. We are fully committed to equal employment opportunity and compliance with the letter and spirit of the full range of fair employment practices and nondiscrimination laws. The company will make informed hiring decisions utilizing a prescreening process including a background check. The company reserves the right to refuse employment to applicants with a criminal record or terminate employment of existing employees convicted after employment in accordance with company policy.

Zero Tolerance for Harassment and Intimidation

The company prohibits sexual or any other kind of harassment or intimidation, whether committed by or against a supervisor, co–worker, customer, vendor or visitor. Harassment, whether based on a person’s race, gender, color, creed, religion, national origin, citizenship, age, disability, marital status, sexual orientation, ancestry, veteran status or socioeconomic status is incompatible with our commitment to providing a respectful, professional and dignified workplace and will not be tolerated.

Safety is a Priority

The company assigns the highest priority to the safety of its employees. No job is so important that it has to be performed in an unsafe manner. The company maintains a comprehensive employee safety program for the prevention of accidents. Supervisors and management are responsible for monitoring the use of all reasonable safeguards in the workplace including company procedures, safe work practices, and personal protective equipment. Ultimately, all employees are responsible for their own safety. Every employee must abide by the company policies, procedures and safe work practices, and use all appropriate personal protective equipment.

Fitness for Duty

The company is firmly committed to providing its employees with a safe workplace to the extent reasonably possible and to promoting high standards of employee health. The company provides an Employee Assistance Plan (EAP) service to help you and your family members handle difficult situations. EAP counselors are experienced in dealing with personal issues such as finances, family relationships, stress, substance abuse and care of family members.

The company expects all employees and contractors to report to work able to perform their duties safely. Substance and alcohol use, sales, distribution, or possession by employees or contractors is forbidden during the workday, on company time, on company property, in company vehicles, or in private vehicles when conducting company business.

Violence-Free Workplace

To preserve workplace safety and security, our company will not tolerate acts or threats of violence in any form by any person. Behavior that threatens the safety of people or property, or has the potential to become violent, should immediately be reported to your supervisor, Security, Ethics & Compliance Office, Human Resources, or the Integrity Line.
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Our Commitment to our Customers, Suppliers and Competitors

Customer Information and Customer Service

Customers are the key to our success. Our company continuously monitors what customers value and evaluates our performance. Employees will treat our customers with dignity and respect, and strive to provide superior customer service.

Our customers trust us with their account information, records, and energy usage data. You must be continually sensitive to the confidential nature of all customer data. Written customer authorization is required to release customer information to any third party. Our employees must strictly adhere to any applicable laws or regulations governing information sharing. Questions regarding the release of customer information should be directed to leadership or the Ethics & Compliance Office.

Conflict of Interest

A conflict of interest may arise when our personal interests or responsibilities, or that of a family member or friend, interferes with our obligations as employees to do what is in the best interest of our company.

One of the best ways to determine whether a conflict of interest exists is to ask yourself, “Is my decision to do something based on the company’s best interests?” If the answer is no, a conflict of interest may exist, and you are obligated to report it. When in doubt, share the facts of the situation with leadership and resolve the conflict.

Specific situations that could be considered conflicts of interest include:

• Accepting gifts and services from suppliers
• Dealings with relatives – as a fellow employee or as a supplier, vendor or customer
• Employment by or ownership of a business that supplies goods or services to our company
• Controlling interest or substantial stock ownership in an actual or potential supplier, except for public, widely-held securities where the amount the employee holds is insignificant in relation to the total amount of publicly held securities of that company
• Improper communications with suppliers or competitors such as providing confidential information about our company

Similarly, certain situations may create the appearance of a conflict of interest when it appears to persons outside the company that a conflict exists. In these situations as well, you should apply the principles found in the Guide to decide how to correct the situation based on the company’s best interest.

Employees who use company suppliers or contractors for personal business are expected to pay market value for services rendered and materials provided.

If you feel you may have identified a potential conflict of interest, you need to submit the Conflict of Interest Disclosure (COI) declaration. The COI, located in Forms on our company intranet, is used as a tool to monitor compliance with the Guide and to resolve actual or potential conflicts or violations in a reasonable and timely manner. The COI is automatically sent to the Ethics and Compliance Office when electronically submitted. You will also need to seek help from your supervisor or the Ethics & Compliance Office to resolve the conflict of interest.

Leaders will be asked to submit an updated COI every two years. As an employee, you will need to submit a COI whenever your circumstances change in a way that could present a conflict of interest.

Business Gifts or Courtesies

Building relationships with customers, suppliers and others is an integral part of doing business. Providing or accepting business courtesies to strengthen business relationships may be appropriate in certain circumstances. Employees who are buyers, who influence buying, or who are involved in procurement transactions in any way (e.g., determining specifications, evaluating bids, etc.) must be especially careful and act with integrity when deciding whether to accept a business gift.

A gift can be anything of value, including such items as a ticket to a sporting event or play, a non-business meal, a bottle of wine, a coffee cup, a free service or an all-expense paid trip to a conference or trade show.

You may give and receive common courtesies, such as sales promotion items, occasional meals or entertainment provided they meet the following guidelines:

• Are appropriate to the business relationship or considered accepted business practices
• Are extended in the ordinary course of business
• Do not exceed nominal value and would not be considered extravagant, excessive, or too frequent
• Would reasonably expect to reciprocate with a similar courtesy in the normal course of business
• Should be disclosed to your supervisor
• Should be discussed with and disclosed to the Ethics & Compliance Office

No gift, favor or entertainment should be accepted or given if it obligates or appears to obligate, the recipient, or if it might be perceived as an attempt to influence fair judgment. If you feel that accepting a gift may be negatively perceived, then do not accept it. You may always check with the Ethics & Compliance Office, Supply Chain or the Business Conduct Council for policy guidance.

You may not give or receive cash or cash equivalent gift cards, bribes, kickbacks or other improper payments under any circumstances. Loans of any sort to you or your family are strictly prohibited.

Vendors

Ethical considerations are extremely important in the sourcing process and in the company's relationship with, suppliers, vendors, contractors, and consultants ("vendors"). Employees who purchase products and services on behalf of the company are obligated to consider the company's interests first and buy without bias in solely the company’s interest in addition to seeking to obtain the maximum value for dollars spent.

In general, those purchasing for the company should solicit competitive bids in an effort to establish the worth of products and services in the marketplace and to secure the best price, quality, service, schedule/delivery, maintenance of adequate sources of supply, safety record where appropriate; and the consistency and dependability of the basic business relationships underlying each transaction. Occasionally, due to the unique nature of certain products and services, only one source may exist. In such instances, a sole source document must be provided with leadership approval and negotiation must ensure a fair and reasonable price for the quality specified and the time frame required.

The company will not purchase goods or services from employees or their family members except in instances where it makes good business sense. Leadership, Ethics & Compliance, and Supply Chain must be made aware of the relationship in writing to ensure that no conflict of interest exists.

Adherence to established guidelines and practices governing the procurement function are critical to ensure compliance with all commercial and legal requirements and to maximize the value received from these expenditures. Vendors, their personnel, products and services are a natural extension of the company’s own resources. Employees are obligated to treat all vendors fairly, honestly and courteously. No one should take unfair advantage of any vendor through manipulation, concealment, abuse of privileged information, misrepresentation of any material facts, or any other unfair practice.

Most of the company’s transactions with vendors are confidential. Care should be taken at all times to ensure the protection of vendors’ proprietary information such as quotes or pricing structure. Employees should maintain an awareness of the ways this situation could inadvertently occur and take steps to avoid it. Discussions between employees and vendors regarding product or vendor preferences should be avoided at all times.

Certain employees have the limited authority to purchase miscellaneous goods and services utilizing a corporate procurement card. Employees are expected to use caution and sound business judgment when exercising this authority. Any and all repetitive purchases exceeding $25,000 annually should be considered for formal competitive bidding and award through the Supply Chain department. Transactions with vendors with whom the employee has a personal or business relationship are prohibited.

Others Representing the Company to Act With Integrity

The company will enter into representation or supplier agreements only with companies believed to have a record of and commitment to integrity. Efforts will be taken by the company to ensure that suppliers, agents, consultants, independent contractors and representatives are aware of this Guide.

The company will seek to inform our suppliers, agents, consultants, independent contractors, and representatives of their responsibility to act on behalf of our company consistent with this Guide, other company policies and any applicable laws or regulations.

Outside Employment and Business Interests

Outside employment or business activities unrelated to the company must not conflict with an employee’s ability to properly and safely perform his or her work at the company. It remains each employee’s responsibility to ensure a second job or outside business is not incompatible with the company’s interests.

If you have or are considering outside employment, here are some guidelines:

• You may not use company time or resources to promote, solicit or sell products or services for your outside business. This includes using company mail, telephones, faxes, email, the intranet or the Internet.
• Customers and colleagues from the outside business should not contact you at the company.
• You may not use customer information, company equipment, or the time of any company personnel who are on company time for an outside business.

Affiliate Transaction Rules

All transactions and relationships between and among Nevada Power, Sierra Pacific Power and their non–utility affiliates, including the parent company, are to be guided by and conducted in accordance with all statues and rules enforced by the Public Utilities Commissions of Nevada and California, the Federal Energy Regulatory Commission (FERC), and the related compliance plans of the utilities.

Besides complying fully with the affiliate transaction rules, all employees, especially those performing shared services at the utilities, must take care to avoid violating or circumventing these rules. Employees must ensure that inter-company transactions and related activities, such as time and expense charges and resource sharing are permitted, properly documented and meet applicable regulations.

The company must comply with FERC Order No. 2004 and all subsequent versions. This requires that employees engaged in transmission system operations act independently of any company employees engaged in wholesale merchant functions so as not to benefit an affiliate in the wholesale purchase and sale of power or natural gas. All employees must abide by the standards of conduct governing this issue.

Antitrust Fair/Competition

It is essential to maintain the trust of our customers, suppliers and competitors by conducting business in a fair and ethical manner. It is our company’s policy to comply fully with all applicable laws that prohibit restraints of trade, unfair trade practices or abuse of economic power. Failure to do so could subject the company and responsible employees to imprisonment, substantial criminal fines, and civil financial liability. The company will compete solely on the merits of its products and services and will not engage in any form of unfair competition.

Antitrust laws can also apply to such business combinations as teaming agreements, joint ventures, mergers, acquisitions, and other cooperative business arrangements. We will comply with all applicable antitrust laws and will strive to avoid even the appearance of any agreement or understanding in violation of those laws.

If a question arises as to how the antitrust laws apply to a particular business situation or whether our existing business practices comply with the law, every employee has both the right and the responsibility to review the question by either calling the Ethics & Compliance Office.
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Our Commitment to our Shareholders

Protecting Company Assets

Safeguarding company assets is the responsibility of all employees and company representatives. You must use and maintain such assets with care and respect while guarding against waste and abuse. Company assets must be used according to all company policies and procedures, comply with security programs that help prevent their unauthorized use or theft, and abide by all regulations or contractual agreements governing their use.

Additional guidelines to keep in mind when using company property are:

• Company property, equipment, resources or services should not be used for personal gain—this is strictly prohibited.
• Safeguard your computer hardware, software and data stored electronically against damage, loss, unauthorized alteration, theft or unauthorized access.
• Protect and keep confidential your computer passwords and other personal computer systems and network access information.

Chart of Signature Authority

Our company empowers employees with the authority to commit company resources necessary to perform their jobs. All expenditures made in the performance of assigned duties must be appropriate, within established limitations of the Chart of Signature Authority, approved by appropriate leadership, and properly supported with the required documentation.

The Chart of Signature Authority is intended for use within the employee’s area of responsibility and within budget constraints, and must be in compliance with company policy and organizational guidelines. For more specific information, refer to the Chart of Signature Authority located on the company intranet.

Managing Company Records and Records Management

As an employee, you record or report important information in the course of your work. For example, you may complete expense reports, system maintenance and testing records, time sheets, and reports to regulatory agencies. Record and report information honestly, completely and accurately. You are required to document and report all business and financial transactions in accordance with company internal control procedures. Under no circumstances should you create misleading records or falsify or improperly destroy company documents.

Keeping and protecting confidential and vital information so that the company will have the ability to respond to internal and external inquiries is required. Effective records management also means retaining information that is required and properly disposing of records and copies that no longer meet any compliance or business requirements.

To ensure that the records management and disposal process is consistent across the company, records retention schedules have been established. These schedules list the retention requirements for all records produced within the company. Make sure the records for which you have responsibility are kept in compliance with these corporate record retention schedules and the company’s record retention policy. For more specific information on record retention, contact Information and Records Management.

Guarding Confidential Information and Intellectual Property

All employees have an obligation to maintain the confidentiality of both employee and company information. Employees must abide by all privacy laws pertaining to all types of confidential data that may be kept by the company and related to employees or individuals.

As part of your work, you may learn of or create valuable proprietary business information, such as plans, costs, price studies, market studies, customer data, planned new services or expansion and capital investment plans, or technical information such as inventions, formulas, designs and scientific data. Patents, copyrights or trademarks may also protect some intellectual property.

To help protect this valuable proprietary business information, you must follow these guidelines:

• Do not use confidential information for personal benefit.
• Do not disclose confidential information to any other person, whether a co–worker or outsider, except as required in the conduct of our business.
• Dispose of documents that contain confidential or restricted information with care to avoid disclosure by mistake.
• Do not discuss confidential information in any public place where someone may overhear you.
• Refer media, financial, regulatory or legal inquiries to the proper department within the company.
• Guard against disclosing confidential information by mistake in talks with family members or friends.

Because of the potentially sensitive nature of company documents, if you’re terminated or if you resign, you are prohibited from taking or retaining any documents that relate to your work at the company.

Copyright Protection

A copyright is a legal right that protects the copyright owner’s original work from, among other things, unauthorized use or copying.

You may not reproduce copyrighted material for use inside or outside the company without the copyright owner’s prior authorization or the opinion of legal counsel that copying is allowed under the circumstances.

We have purchased the right to make copies of certain published materials for internal business purposes. Copying from other publications may be prohibited, except with the prior authorization of the publisher. Questions about specific publications should be directed to Information and Records Management.

Computer Software

The company regularly licenses computer software from a variety of outside companies. We do not own this software or its related documentation and do not have the right to reproduce it unless authorized by the owner of the software. Your responsibilities include:

• Use of licensed software, including “off the shelf” software, strictly in accordance with the terms of the underlying license agreement;
• Not copying the software or documentation for personal or home use or on more than one PC or local area network unless expressly authorized by the terms of the underlying license agreement and by your supervisor; and
• Reviewing with our legal department the rights available under the license agreement and how to obtain authorization to make multiple copies of software for business use.

Electronic Communications and Information Security

Various electronic and telephone communication systems are available to help you perform your job. These electronic information and communication systems are provided for business purposes. Limited or incidental use of these systems for personal, non–business purposes is acceptable, but shall be infrequent and must not interfere with company business or systems. Such open access is a privilege and requires that individual users act responsibly.

Information that you create or disseminate via the company’s communications systems and electronic media is not private. In conformance with applicable state or federal laws, authorized company representatives may periodically access and monitor the use of the company’s electronic communications systems or electronically created or stored data. They also may access information as necessary for business operations or when there’s reason to believe that inappropriate use has taken place.

Examples of inappropriate use of systems:

• Viewing pornography;
• Behavior that is wasteful of company time or resources;
• Activities that are unlawful, malicious, hostile, abusive, objectionable and misrepresentative of oneself or the company;
• Use that could harm or disrupt networks and systems

Financial Statement Integrity and Accuracy

Finance and accounting officers and personnel have a responsibility to ensure that finance and accounting practices support the full, fair, accurate, timely and understandable disclosure of the company’s financial results and condition.

All employees are responsible for recording and reporting clear, accurate and honest information on reports, expense reports, time sheets and other documents. The company will not tolerate concealment of information or misrepresentation of a transaction. If you are not sure about the proper way to record a transaction, contact your supervisor.

If you feel you are being asked to create a document or an electronic record or to record a transaction in a less–than–honest and accurate manner, you must report this at once to your supervisor, the Corporate Controller, the Ethics & Compliance Office, or the Integrity Line at 1.888.256.5819.

Relationships With Auditors and Counsel

You are expected to cooperate fully with and be candid and forthcoming in providing information to the company’s internal and outside auditors, its counsel, and others designated by them to gather information.

No employee shall make or cause to be made a materially false or misleading statement to an accountant in connection with any audit, review or examination of the company’s financial statements or the preparation of any required document or report to be filed with the Securities Exchange Commission.

Respect Information About Others

Just as the company closely guards its own confidential information, you must respect the confidentiality rights of others. You may not acquire confidential or proprietary information (including technology) about other companies through improper means. Improper means include deceit, misrepresentation or receipt of information illegally acquired by a third party, or from present or former employees who are not authorized to disclose it. You must abide by the terms of any applicable nondisclosure agreement.

Securities Trading Activities

Both federal and state laws prohibit the purchase or sale of the company’s stock if you have material nonpublic information. Examples of such “inside information” may include expansion plans, major management changes, dividend rates, earnings, material new projects, and mergers or other developments that deal with our company and any of its affiliates.

These laws also prohibit providing inside information to others to assist them in their trading or transactions. The laws also prohibit making recommendations to buy or sell while in possession of inside information. The inside information need not be about your own company, but any company.

If you purchase or sell any securities while having material, non–public information or furnish such information to others, you may be in violation of state and federal laws and subject to severe penalties.

To avoid insider trading, you must know when information is “material” and “non–public.” Information about a company is nonpublic if it has not been broadly distributed to investors and is material if a reasonable investor would consider it important in making an investment decision.
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Our Commitment to our Communities

Charitable Contributions

Our company and its employees have a long history of commitment to the communities in which we live and work. We carry out that commitment by contributing financial, human, and material resources to community causes. The communities, the general public, and the company all benefit from such contributions.

These contributions support our commitment to increasing both customer and shareholder value because they strengthen the quality of life and enable social and economic progress and stability.

Follow company guidelines for requesting or making contributions. When you volunteer because of your own special interests, you will do so on your own time, outside of normal work schedules.

Compliance With the Law

Our company will conduct business in accordance with all applicable laws and regulations. Compliance with the law does not comprise our entire ethical responsibility, but it is absolutely essential for performance of our duties. We will at all times be truthful and responsive with all regulatory organizations or recognized governmental agencies that establish rules or oversee our operations.

The company recognizes the rights of its employees to organize and bargain collectively consistent with the law. These rights are guaranteed by federal and state statutes and by regulations promulgated by various government agencies charged with enforcing those statutes.

Environment

We believe in more than just the delivery of safe, reliable, and economical energy products and services. We also have a commitment to enhance the quality of life for today’s society and generations of the future.

Environmental responsibility is a core company value. Environmental stewardship includes operating our power plants, facilities, and equipment in a manner that complies with governmental standards and is protective of our employees and surrounding communities. Further, we will surpass regulatory requirements where economically practical and beneficial.

We will sustain our commitment to environmental stewardship by integrating environmental considerations into planning and decision making, conducting regular reviews of operations to identify further improvements, and training employees on how to conduct their activities in an environmentally responsible manner.

Government Affairs and Political Contributions

Our company engages actively in the government process as a good corporate citizen. All corporate activities relating to elections, contributions, policy changes and lobbying are to be handled by Government Affairs.

In accordance with federal law, no funds, assets or services of the company will be used for political contributions for federal elections. Company support of state and local campaigns should be provided only in accordance with appropriate laws and regulations. Failure to abide by these laws could result in severe penalties.

Employees are encouraged to take an active interest in local, state, and national government and to participate in political activities consistent with applicable law, including making personal contributions in support of candidates or political organizations of their choice. You need to communicate that the views expressed are your own and not those of the company.

Company policy does not permit employees to use company time or facilities to support political campaigns. An employee seeking or accepting a public office or serving on a public body, which would require time off, should comply with applicable Human Resources policies.

Revolving-Door Law

Former employees and officials of government agencies who become employees of private companies may become subject to “revolving door” restrictions as to the matters on which they may work. If you are thinking about hiring former government employees or officials you should obtain advice from Government Affairs in advance to ensure that the person’s ability to act on behalf of the company is not limited.

International Business Conduct

Our company complies with the U.S. Foreign Corrupt Practices Act. In general, it is unlawful to bribe foreign officials to influence or keep business.

Communication

Our company is committed to using effective communication to build good relationships with shareholders, customers, employees, and the general public. Communication will always be truthful, timely, compliant with legal and regulatory requirements, and consistent with our company’s core values.

Internal – a two way flow of information is encouraged and expected, subject to affiliate rules and codes of conduct. Ideas and information should flow between and among employees and organizations at all levels to enhance understanding and further achievement of business objectives. Leaders are expected to use regular meetings, written communication, and other appropriate vehicles to ensure employees are informed about the company’s plans and results, as well as issues affecting them as individuals. A variety of communication products to help all employees know our business and how they contribute to our success are used. Electronic communications are preferred where practical and appropriate.

External – the company is open to helping the media and others seeking information about the company. However, care must be exercised both to protect the privacy of employees and customers, and to avoid disclosing proprietary or confidential information.

For that reason, all communication with the news media is managed by Corporate Communications. Corporate Communications should also be appraised of external presentations such as speeches, presentations and brochures.

Communication from the investor community should be referred to Investor Relations or Shareholder Services.

Emergency Management

The company is committed to develop, implement, exercise, and maintain procedures and plans that will prevent or minimize the impact of an emergency on personnel, business facilities, business operations, and customer service.

In accordance with the Homeland Security Act, the company will maintain and update the Emergency Response Plan, which details the organization’s response to major emergencies. In addition, the company will maintain Business Continuity Plans that address preventing business disruptions, the resumption of business operations, and the restoration of business facilities after an emergency.
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September 2005

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