Mitsui & Co. (U.S.A.), Inc. ("Mitsui USA") greatly values its reputation for integrity and high ethical standards. It is Mitsui USA's policy to comply with all United States laws and regulations, including, but not limited to, those pertaining to customs, antitrust, anti-boycott, international trade controls, employment and the environment. It is also the policy of Mitsui USA to conform to the highest ethical standards in conducting its business.

To ensure that this policy is followed and to guide all Mitsui USA employees, the Board of Directors of Mitsui USA adopted the Statement of Policy and Business Conduct Guidelines and all officers and employees are expected to comply fully with them.

In April 2004, Mitsui USA distributed to all employees of Mitsui USA the "Ethics and Business Conduct Manual" to ensure that all employees of Mitsui USA understand the importance of compliance with U.S. laws and regulations and adherence to the highest ethical code of behavior in light of the existing Statement of Policy and Business Conduct Guidelines.

Mitsui USA's Compliance Program

Mitsui USA has a Compliance Committee responsible for policy planning on compliance programs. The Compliance Committee oversees various seminars or educational programs, designed to educate the officers and employees of Mitsui USA about the importance of complying with applicable laws and regulations and maintaining the highest ethical standards. The Compliance Committee consists of the President & Chief Executive Officer (CEO), the Chief Administrative Officer (CAO), the Chief Compliance Officer (CCO), the Chief Human Resources Officer (CHRO) and the GM of the Legal Dept. with participation of the Chief Financial Officer (CFO) and the Chief Internal Auditor (CIA) as observers. The Compliance Committee coordinates with the Office of the Chief Compliance Officer (the “CCO Office”) for general compliance matters, U.S. customs-related matters and international trade controls; the Human Resources Division (the “HR Div.”) for employment matters and the Legal Dept. for general legal matters, including compliance with the antitrust laws. Educational seminars to inform employees of their compliance obligations are conducted, and explanatory materials are distributed to assist in ensuring Mitsui USA's compliance with all applicable U.S. laws and regulations.

Mitsui USA’s Reporting System in Case of Potential Violations

Mitsui USA has also set up a reporting route by which any employee of Mitsui USA may report potential or actual compliance violations to the CCO Office, Legal Dept. or HR Div., as appropriate. Mitsui USA has also set up a telephone and e-mail reporting hotline, called Ethics Point Reporting System, which is administered by the CCO Office. The hotline is anonymous, if requested by the employee. Mitsui USA encourages the reporting of all potential violations and ensures that no retaliatory action will be taken against any employee for any reporting made in good faith.

Failure to observe company policy with respect to full compliance with laws and regulations or the Business Conduct Guidelines or Ethics and Business Conduct Manual will subject an employee to disciplinary action, up to and including termination of employment. In addition, disciplinary action will apply to any officer or manager who directs or approves a violation or who has knowledge of it but does not take prompt action to correct a violation.

Contingency Planning