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" (the "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 GMs of the Legal Dept., Human Resources Dept., Traffic Logistics Division and Washington D.C. Office, with participation of the Chief Financial Officer (CFO) as an observer. The Human Resources Dept. has the responsibility in the employment area; The Traffic Logistics Division is responsible for U.S. customs-related matters; the Washington D.C. Office is responsible for U.S. international trade controls; and the Legal Dept. has the responsibility in 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 to the Legal Dept. any activity which violates or could violate United States law or the Business Conduct Guidelines. Mitsui USA has also created as a "hotline" a telephone and e-mail reporting system, called "Ethics Helpline", in which anonymity of reporting employees is assured. Ethics Helpline is responded and taken care by the Human Resources Dept. and the Legal Dept. (Please refer to the chart below, which explains the reporting route in case of any violation under United States laws or Mitsui USA's Business Conduct Guidelines.)

Failure to observe company policy with respect to full compliance with laws and regulations or the Business Conduct Guidelines 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 violation or who has knowledge of it but does not take prompt action to correct a violation in accordance with the Statement of Policy.

We emphasize that Mitsui USA will comply with applicable laws, ensure under its company policy that no retaliatory action will be taken against any employee for reporting such activity in good faith, and encourage employee reporting of violations or possible violations.

Contingency Planning