Fedders Corporation
Code of Business Conduct and Ethics
IMPLEMENTATION
OF THE CODE
Responsibilities
While each of us is individually responsible for putting
the Code to work, we need not go it alone. The Company has
a number of resources, people and processes in place to
answer our questions and guide us through difficult decisions.
Copies of this Code are available from the Vice President
& General Counsel and on the Company's Intranet. A statement
of compliance with the Code of Business Conduct and Ethics
must be signed by all officers, directors and employees
on an annual basis.
Seeking Guidance
This Code cannot provide definitive answers to all questions.
If you have questions regarding any of the policies discussed
in this Code or if you are in doubt about the best course
of action in a particular situation, you should seek guidance
from your supervisor, the Vice President & General Counsel
or the other resources identified in this Code.
Reporting Violations
If you know of or suspect a violation of applicable laws
or regulations, the Code, or the Company's related policies,
you must immediately report that information to your supervisor
or the Vice President & General Counsel. No one
will be subject to retaliation because of a good faith report
of suspected misconduct. However, failure to report
a suspected violation of the Code is itself a violation
of the Code and could subject you to disciplinary action,
up to and including termination.
Investigations of Suspected Violations
All reported violations will be promptly investigated and
treated confidentially to the greatest extent possible.
It is imperative that reporting persons not conduct their
own preliminary investigations. Investigations of alleged
violations may involve complex legal issues, and acting
on your own may compromise the integrity of an investigation
and adversely affect both you and the Company.
Discipline for Violations
The Company intends to use every reasonable effort to prevent
the occurrence of conduct not in compliance with its Code
and to halt any such conduct that may occur as soon as reasonably
possible after its discovery. Company personnel who violate
this Code and other Company policies and procedures may
be subject to disciplinary action, up to and including discharge.
In addition, disciplinary measures, up to and including
discharge, may be taken against anyone who directs or approves
infractions or has knowledge of them and does not promptly
report and correct them in accordance with Company policies.
Waivers of the Code
The Company will waive application of the policies set forth
in this Code only where circumstances warrant granting a
waiver, and then only in conjunction with any appropriate
monitoring of the particular situation. Waivers of the Code
for directors and executive officers may be made only by
the Board of Directors as a whole or the Audit Committee
of the Board and must be promptly disclosed as required
by law or regulation.
No Rights Created
This Code is a statement of the fundamental principles and
key policies and procedures that govern the conduct of the
Company's business. It is not intended to and does not create
any rights in any employee, client, supplier, competitor,
stockholder or any other person or entity.
Remember
Ultimate responsibility to assure that we as a Company comply
with the many laws, regulations and ethical standards affecting
our business rests with each of us. You must become familiar
with and conduct yourself strictly in compliance with those
laws, regulations and standards and the Company's policies
and procedures pertaining to them.
BUY 
OWNERS CENTRAL 
