A. Southwestern Is Committed To Compliance With Applicable Laws

It is the firm policy of Southwestern to comply with all laws and regulations of the United States and all state and local government subdivisions where we do business. Management is committed to establishing effective programs to ensure compliance and will, where appropriate, report any wrongdoing to the appropriate authorities. All directors, officers and employees of Southwestern should understand and comply with governmental laws and regulations which impact performance of their jobs, and supervisors should ensure that all employees who report to them are given necessary information to be aware of and comply with such legal requirements.

Violations of the law or of the policies and principles set forth in these Guidelines will not be excused or tolerated for any reason. Likewise, it is Southwestern's policy to investigate any suspected violation of the law, and if the conclusion is that a possible violation has occurred, where appropriate, Southwestern will voluntarily report the suspected violation to the appropriate authorities for investigation. Southwestern also has a policy of fully cooperating with any government investigation into alleged violations. All directors, officers and employees of Southwestern are required to read, understand, refer to and comply with Southwestern's Business Conduct Guidelines. Violation of these Guidelines is a very serious matter and can lead to immediate suspension or termination. A breach of these policies can put the company, its people and its products and services at substantial risk.

B. Southwestern Has Appointed A Corporate Compliance Officer

To assist in interpretation of these Guidelines, Southwestern's General Counsel has been appointed as the Southwestern Corporate Compliance Officer. The General Counsel reports directly to the Audit Committee of the Board of Directors. The General Counsel shall provide periodic reports to the Audit Committee as the circumstances require, provided that such reports shall be made no less frequently than on an annual basis. Responsibility for overall compliance with these Guidelines rests with the Office of General Counsel. This responsibility includes development, dissemination, interpretation, implementation, maintenance (including scheduling additional training and seminars), updating and evaluation and enforcement of these Guidelines. In discharging his responsibilities under the Compliance Program, the Corporate Compliance Officer may be assisted by one or more deputy Compliance Officers. In addition, the Internal Audit Department is at the disposal of the Office of General Counsel for assistance in dissemination, review and implementation of these Guidelines.

These Guidelines set forth Southwestern's policies and identify practices which would violate the law or Southwestern's policies. They are not intended to equip you to act as your own legal counsel, but will help you to recognize when you need to seek the advice of the Office of General Counsel. While much of your business activity is conducted without the presence of counsel, you have the responsibility to recognize potential problems as they arise and to consult the Corporate Compliance Officer before you act.

C. Southwestern Supports An Open Door Policy

Southwestern supports an open door policy concerning communication about compliance matters. The Corporate Compliance Officer has been appointed as a special resource to field questions concerning interpretation of these Guidelines, but if a question arises you should feel free to speak with another superior with whom you are comfortable. Your immediate supervisor is a valuable resource, as are the personnel in the Office of General Counsel. Any of these personnel with whom you speak are bound by the same standards of confidentiality as is the Corporate Compliance Officer and are required to bring matters to the attention of the Corporate Compliance Officer if it is mandated by these Guidelines or if they have a question concerning these Guidelines.

If you become aware of any illegal conduct or behavior in violation of these Guidelines by anyone working for or on behalf of Southwestern, you should report it immediately, fully and objectively to the Corporate Compliance Officer or to your superior, who will convey the information to the Corporate Compliance Officer. The Corporate Compliance Officer can be reached at 281-618-4806.

You can never be wrong in truthfully reporting conduct which you view as questionable. Every effort will be made to protect your confidentiality. Likewise, you will not be reprimanded or subject to any retaliation for making a truthful and accurate report.

D. Southwestern Is Committed To Ethics Education

These Guidelines were not drafted, and will not be applied, in a vacuum. Questions and issues will arise which are not addressed by these Guidelines. Additionally, many of the areas covered by these Guidelines are quite complex and may require further explanation. Accordingly, the Board has authorized the Corporate Compliance Officer to oversee continuing education on a variety of topics, some of which are covered by these Guidelines, some of which are not. These programs will assist us all in maintaining high standards of ethical conduct. In addition, the Corporate Compliance Officer is available to answer questions by telephone and can be reached at 281-618-4806. You should call that number if you have any questions about these Guidelines or if you need to report a suspected violation.