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A G u i d e t o o u r C o d e o f E t h i c s a n d B u s i n e s s C o n d u c t

I n t e g r i t y n R e s p e c t n Tr u s t n L o y a l t y n I n t e g r i t y n R e s p e c t n Tr u s t n L o y a l t yAppendix 3-3AA

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

The CCA Way . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Code of Conduct: An Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Addressing Concerns and Getting Help . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Resources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Code of Ethics and Business Conduct . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

Administration and Enforcement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Basic Responsibilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

Reporting Misconduct and Seeking Guidance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

Conflicts of Interest, Corporate Opportunities and Gifts . . . . . . . . . . . . . . . . . . . . . . 14

Political Activity and Government Relations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

Business and Confidential Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

Business Conduct and Fair Dealing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

Protection and Use of Company Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

Accurate and Timely Periodic Reports. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

Insider Trading . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

Employment and Work Environment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

External Communications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

Facility Employee Standards of Conduct. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

BusinessConduct Program

IntegrityRespectTrustLoyalty

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At CCA, true success means doing things the rightway. What is the right way? Often the answer issimple, but sometimes it’s not. This guide can help

you. Review it carefully, then make a commitment to:

n apply the CCA Way Guiding Principles to your actionsevery day

n adhere to the Code of Conduct

n perform your duties faithfully and in accordance withapplicable policies and procedures

n seek guidance when you have questions or concerns

n prevent misconduct when you can and report it whenyou can’t

n if you are a supervisor or manager, lead by exampleand respond constructively when concerns arepresented.

By keeping these commitments, you will be doing —and helping CCA do — the right thing.

Do the right thing.

Clear conscience neverfears midnight knocking.

—Chinese proverb

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VisionTo be the best full-service adult corrections companyin the United States.

MissionIn partnership with government, we will provide ameaningful public service by operating the highestquality adult corrections company in the UnitedStates.

Guiding PrinciplesAs Corrections Professionals

IntegrityBe honest and highly ethical. Always do the right thing,with honorable intentions.

RespectTreat each other and offenders as we want to betreated. Appreciate the authority given to us and always use it appropriately.

TrustBe competent and reliable. Build positive relationships.

LoyaltyDedicate ourselves to our profession, ourresponsibilities and each other.

As a Company

Safety and securityDedicate every action to safe and secure correctionalfacilities. Through training, skill and courage, protect ourcommunities, individuals in our care and each other.

QualityProvide excellent correctional services every day. Offerpositive programs to help offenders.

AccountabilityHold ourselves responsible for every action. Be goodstewards of our customers’ interests.

Service-drivenServe our government partners and communities withpride and dedication. Be flexible. Be great problem-solvers. Deliver on our promises.

Cost effectivenessProvide honest, fair and competitive pricing to ourpartners. Deliver value to our shareholders.

TeamworkShare, inspire and help one another daily. Don’t letothers down, because together we make greatercontributions.

CommunicationListen well. Share information. Speak honestly andopenly with intent to always improve our efforts.

InnovationThink creatively and boldly. Value resourcefulness.Embrace our heritage as the adult private correctionsindustry founder and leader.

The CCA Way

“CCA’s vision, mission andguiding principles define whowe are as individuals —personally and professionally —and who we are, collectively, as a company. These values are, ultimately, a code to guideus in our interactions with our

coworkers, ourcustomers and thecommunities weserve.”— John D. Ferguson, CEO

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The Code of Ethics and Business Conduct (also referred to as the Code of Conduct) reflects our Guiding Principles— in particular integrity, respect, trust and loyalty — and contains policies and standards that are critical to our abilityto live up to these values as individuals and as an organization. Review the overview on pages 4-6 and refer to the

full Code beginning on page 9 for a detailed look at the policies that are most important to your role andresponsibilities. Keep a copy of the Code on hand to consult as issues arise.

Basic Responsibilities

Reporting Misconduct and Seeking Guidance

Conflicts of Interest, Corporate Opportunities and Gifts

Political Activity and Government Relations

Code of Conduct: An Overview

Understand and follow applicable legal andpolicy requirements. Adhere to high standardsof business conduct and personal ethics in yourwork. Living by the rules starts with knowing whatthe rules are. However, no set of policies or rulescan address every situation. We sometimes face

circumstances that do not have easy answers. Inthese cases, consider the CCA Way GuidingPrinciples and assess your options using thepolicies and standards of the Code of Conduct. Ifyou are still unsure, seek guidance. For moreinformation, see page 11.

Report and, if possible, prevent misconduct.Seek guidance if you have questions. If youbecome aware of misconduct, you must report it.You should also take reasonable steps wheneverpossible to prevent violations before they occur.

If you are concerned that conduct may be unlawfulor unethical but are not sure, seek guidance.Confidentiality and non-retaliation policies applyfor those who report misconduct or seek guidancein good faith. For more information, see page 12.

Avoid conflicts of interest and the appearanceof conflicts. A conflict of interest occurs when apersonal interest of yours — such as a financialinterest or family connection — could affect yourability to perform your job objectively and in thebest interests of the company. Situations that canraise potential conflicts include: service as adirector or employee of non-CCA businesses; theprovision of goods or services to CCA by an entity

that you have an interest in; taking personaladvantage of business opportunities that could beof interest to CCA; accepting gifts from vendors;and helping family members or friends in mattersconcerning CCA. If you face a situation thatpresents a potential conflict of interest, consultthe Code and, if necessary, contact anappropriate manager or the Legal department.For more information, see page 14.

Be above reproach when it comes to politicalinvolvement, dealing with present or formergovernment officials and seeking businessfrom the government. As a governmentcontractor, we must strictly adhere to allapplicable laws and regulations governinginvolvement in the political process and avoideven the appearance of impropriety in dealingwith government officials or seeking business

from the government. Campaign contributions,gifts to government officials and hiring currentand former government officials must be inaccordance with applicable law and pre-screenedby the Legal department. Never make a falseclaim for payment to the government, andscrupulously avoid making false or misleadingstatements to government officials. For moreinformation, see page 17.

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Business and Confidential Information

Business Conduct and Fair Dealing

Protection and Use of Company Property

Accurate and Timely Periodic Reports

Code of Conduct: An Overview continued

Protect the integrity of company records, anddo not improperly use or disclose confidentialinformation. You are required to maintainaccurate records in accordance with thecompany’s records retention policy. Falsifying orimproperly altering or destroying companydocuments, such as when they are subject to adiscovery request or official governmentproceeding, is strictly prohibited. Protect the

company’s trade secrets and confidentialinformation, and only handle confidentialinformation of competitors and companies withwhich we do business in accordance with soundand ethical commercial practices. Do not shareemployee or offender personal informationexcept in accordance with policy and applicablelaw (such as HIPAA). For more information, seepage 19.

Conduct business fairly and in good faith.Perform your duties in good faith and in the bestinterests of the company within the confines ofsound and ethical business practice andapplicable law. Never take unfair advantage ofcustomers, suppliers or competitors by, forexample, abusing confidential information orgiving or accepting bribes. Exercise caution in

situations that could give rise to anti-trustconcerns, such as agreements with competitors,suppliers or customers that would restrictcompetition. Seek legal guidance when suchconcerns are present. Contacts or dealings withcompetitors must be pre-screened by the Legaldepartment to ensure compliance with anti-trustlaws. For more information, see page 21.

Protect company property and use it only forits intended purpose. Company property — frombuildings to computer and telephone systems topaper clips — is valuable and intended for

business use. It must be preserved, protected andused for its intended purpose. For moreinformation, see page 22.

Prepare and maintain accurate and reliablefinancial records. Provide accurate and timelydisclosure to regulators and the investingpublic. CCA is committed to full, fair, accurate,timely and understandable reporting to theSecurities and Exchange Commission and theinvesting public. Prepare accounts and records,such as expense accounts, vouchers, bills, payrollrecords and disclosure documents, honestly andwith care. Assist our vigorous efforts to complywith generally accepted accounting principles,maintain effective internal accounting and

disclosure controls and procedures and disclosefull and accurate information in an orderly andtimely manner. For more information, see page 23.

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Insider Trading

Employment and Work Environment

External Communications

Facility Employee Standards of Conduct

Code of Conduct: An Overview continued

Never attempt to profit or help others profitfrom material nonpublic information that youlearn in the course of your duties. Violations ofinsider trading laws carry serious consequencesfor the individuals involved and, in some cases,for the company. Our Insider Trading Policy isdesigned to avoid such violations by prohibitingattempts to take advantage of material, nonpublicinformation learned in the course of service to

CCA, whether by direct trading or by “tipping”others. The policy also provides guidelinesconcerning particular types of transactions in CCAsecurities and additional rules that apply tomembers of our Board of Directors, ExecutiveOfficers and certain other employees designatedby management. Maintain familiarity with thispolicy and strictly adhere to it. For moreinformation, see page 24.

Help ensure a safe work environment that isfree of unlawful discrimination and harassment,and characterized by respect and opencommunication. We share responsibility formaintaining a workplace that is safe, respectfuland free of unlawful discrimination andharassment. Never engage in or tolerate sexualharassment or unlawful discrimination, such as

basing an employment decision on race, sex, age,religion, handicap or any other impermissiblefactor. Follow our workplace safety policies andprocedures and look for ways we can improve.Abide by our drug-free workplace policy. Treateach other with respect, encourage opencommunication and appropriately resolve ethicalconcerns. For more information, see page 25.

Speak or respond to requests for informationon behalf of the company only if you areauthorized to do so. From time to time, wereceive requests for information from thegovernment or the media. In other cases, we wishto make our views on matters affecting ourbusiness known to legislators, governmentalagencies, the media or the public at large. In

order to ensure that such communications arecomplete, properly coordinated and inaccordance with law, and to protect the rights ofthose involved in the case of certain types ofinquiries, such communications may only be madeby authorized persons in accordance withguidelines set forth in the Code of Conduct. Formore information, see page 27.

Observe the standards set forth in the FacilityEmployee Supplement to the Code of Conduct.Employees assigned to or working at ourcorrectional facilities must also follow thestandards set forth in the Facility EmployeeSupplement to the Code of Conduct. These

standards are designed to promote safe andsecure facilities and professionalism towardinmates/residents, fellow staff and visitors, and toensure protection of offenders’ legal rights. Formore information, see page 28.

Integrity is doing the right thing, even if nobody is watching.

—Anonymous

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1. Stay informed. Periodically review the Code ofConduct. Stay familiar with rules, policies anddevelopments that affect your job and the company.

2. Be aware. Consider your own behavior first, but alsopay attention to others around you.

3. Trust your instincts. If something feels wrong, askyourself: Is it illegal? Could it harm someone or thecompany? Would I feel uncomfortable if others knewabout it?

4. Get the facts. To the extent possible, gather theinformation you need to confirm that a problem exists.Assess the information in light of the CCA WayGuiding Principles, the Code of Conduct and otherrelevant policies.

5. Make a decision and act. Discuss the issue with yoursupervisor or an appropriate manager, or contact theLegal department or a Human Resourcesrepresentative. If you are uncomfortable speaking withsomeone directly or have tried to do so unsuccessfully,report it through the Ethics & Compliance Helpline.

Addressing Concerns and Getting HelpHow to identify and address a concern Using the Helpline

When should I use the Helpline?The Helpline is intended for good faith reports ofmisconduct or requests for guidance when youbelieve your concern cannot be addressed throughother means. “Good faith” does not mean that youhave to be right, but it does mean that you believeyou are providing truthful information.

You are encouraged to report concerns directlywhenever possible. Also, disputes such as appealsfrom corrective actions must be processed throughthe company’s grievance system. However, if directreporting has failed or is not comfortable or practical,the Helpline is available 24 hours a day, seven days aweek.

What happens when I make a reportthrough the Helpline?

Helpline reports are made and received through athird party call center, Alertline®, and are reviewed andevaluated by the office of CCA’s Assistant GeneralCounsel and Compliance Officer before beingassigned for investigation or resolution. TheCompliance Officer exercises caution and considerspotential conflicts of interest and confidentialityconcerns prior to assigning reports. Depending on thenature of your report, your concern may be addresseddirectly by the Compliance Officer, by other membersof the Legal department, by representatives fromHuman Resources, Operations or other departmentsor by outside resources. If your concern can beproperly handled in your region or facility, it may bereferred there for resolution. If the matter reported is adispute suited to the grievance process, such as anappeal from a corrective action, you may be referredto that process to resolve the issue.

What if I want to remain anonymous?You are encouraged to identify yourself to assist thecompany in addressing your concern. The companyhas put in place confidentiality and non-retaliationpolicies in order to avoid negative repercussions forthose who make good faith reports. If you nonethelessare uncomfortable identifying yourself, you can reportanonymously through the Helpline. When reportinganonymously, provide as much information as possibleand follow up through the Helpline to respond torequests for further information.

If you would like to betreated with respect,you must first treatothers with respect.

—Unknown

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ResourcesContactsLocal

Your supervisor and facility management staff

Your Human Resources manager

Facility Support Center

Human Resources department . . . . 615-263-3000

Legal department . . . . . . . . . . . . . . 615-263-3000

Assistant General Counsel & Compliance Officer . . . . . . . . . . . 615-263-3036

Ethics & Compliance Helpline. . . . . . 1-866-757-4448

www.8667574448.compliance-helpline.com

PoliciesThe Code of Ethics and Business Conduct and FacilityEmployee Supplement are part of FSC & Facility Policy3-3, which is available on the company share drive orthrough your local Human Resources department.

The Code of Conduct is available on our website atwww.correctionscorp.com (under the “CorporateGovernance” section of the “Investor” page) and on the HelpLine website.

Do the right thing. It will gratify somepeople and astonishthe rest.

—Mark Twain

IntroductionCorrections Corporation of America is committed tocompliance with all laws and regulations applicable to itsbusiness and operations. Persons covered by this Code ofConduct are responsible for acquainting themselves withall the legal and policy restrictions applicable to theirduties and responsibilities and for conducting themselvesaccordingly. Over and above such legal restrictions, thecompany expects its directors and employees, as well asother covered persons, to conduct themselves in amanner consistent with the CCA Way Guiding Principlesand otherwise observe high standards of business andpersonal ethics in the discharge of their duties.

The laws and principles of conduct discussed in this Codeof Conduct are often complex, and many principles ofconduct and behavior are developed in case-by-casedeterminations. In addition, this Code deals only generallywith some of the more important legal and policyprinciples applicable to company employees. Thediscussion of particular laws and policies in this Code isnot intended to minimize the importance of other laws,policies, professional standards or ethical principles thatmay apply to the performance of your duties for thecompany.

Applicability of the Code; Use of Certain TermsThis Code of Conduct applies to all employees andmembers of the Board of Directors of CorrectionsCorporation of America and its subsidiaries and affiliatedcompanies, which collectively are referred to as the“company.”* The Code also applies to certain otherpersons who have been engaged to provide goods orperform services for or on behalf of the company and whohave agreed to abide by the policies set forth in theCode. All of the foregoing persons are deemed includedwithin the terms “employee” and “you” as used in thisCode, except where the context or nature of the policyclearly indicates otherwise.

In addition, as used in this Code, the following terms havethe following meanings: “director” means a member ofthe company’s Board of Directors; “executive officer”refers to those officers designated as such from time totime by the Board of Directors; “corporate officer” meansthe company’s vice-president level and above employees,including executive officers; “General Counsel” refers tothe company’s Executive Vice President and GeneralCounsel or, where the General Counsel has delegatedresponsibility for a particular matter covered in this Codeto another attorney in the company’s Legal department,the attorney to whom such responsibility has beendelegated; and “manager” refers to an employee who hasdirect, supervisory responsibility for one or moreemployees.

* References to specific company policies (for example, FSC & FacilityPolicy 3-3) may not apply to employees of subsidiaries and affiliatedcompanies. Such employees should consult their supervisors or humanresources personnel to identify the comparable policy that applies, if any.

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Code of Ethics and Business Conduct

Administration and EnforcementInterpretation and Requests for ApprovalThe company’s General Counsel is primarily responsiblefor administration of this Code of Conduct as acomponent of the company’s Business Conduct Program.Interpretive questions and requests for approval under theCode should be directed to the General Counsel or theemployee designated by the General Counsel to receivesuch questions or requests. Employees are responsible forproviding all relevant facts when seeking approvalsrequired under this Code of Conduct. Providing falseinformation or omitting known, relevant facts andcircumstances when seeking any required approval isgrounds for disciplinary action.

Requests for WaiversA waiver of a provision of the Code of Conduct shall berequested whenever there is a reasonable likelihood that acontemplated action will violate a Code policy. Thedetermination as to whether a waiver will be granted shallbe in accordance with the same process as providedbelow for violation determinations. Waivers will not begranted except under extraordinary or specialcircumstances. To the extent required by applicable law,rule or regulation, or as otherwise determined appropriateby the General Counsel in consultation with the AuditCommittee, waivers shall be publicly disclosed on a timelybasis.

Disciplinary MeasuresAny employee who violates the Code of Conduct issubject to disciplinary or corrective action ranging fromwarnings and reprimands up to and including terminationof employment or other service arrangement, and, whereappropriate, the filing of a civil or criminal complaint. Adirector who violates a provision of the Code of Conductis subject to such sanction as the Board of Directors shallimpose, including removal from the board and, whereappropriate, the filing of civil or criminal complaints.Notwithstanding the foregoing, the company alsopreserves and reserves its other rights and remediesagainst any individual who violates any provision of theCode of Conduct, both at law and in equity.

Determination of ViolationsThe decision as to whether a violation has occurred shallbe made as follows:

(a) If the alleged violation under consideration concernsan executive officer or director, the determination ofthe existence of any violation shall be made by theAudit Committee of the Board of Directors inconsultation with the Chief Executive Officer, GeneralCounsel and/or such external legal counsel as theAudit Committee deems appropriate. If the situationinvolves a member of the Audit Committee, suchmember shall recuse himself or herself fromconsideration of the matter and the determination shallbe made by the full Board.

(b) If the situation under consideration concerns any otheremployee, the determination of the existence of aviolation shall be made by the member of the verticalbusiness unit to whom the employee ultimately reports,in consultation with the General Counsel whereappropriate.

(c) If the situation concerns a person who is covered bythis Code of Conduct but is not an employee ordirector, the determination of the existence of aviolation shall be made by the manager or officerresponsible for the engagement and direction of suchperson, in consultation with the General Counsel.

(d)Whoever makes the decision as to whether a violationhas occurred shall document the decision and retainthe record of the decision in accordance with thecompany’s records retention policy. These files shall beavailable to the company’s internal audit and legaldepartments.

(e) In determining whether a violation of any policy hasoccurred, the committee or person making suchdetermination may take into account to what extent theviolations were intentional, the qualitative andquantitative materiality of such violation from theperspective of either the detriment to the company orthe benefit to the employee, the policy behind theprovision violated and other relevant facts andcircumstances.

AmendmentThe company reserves the right to amend the policiescontained in this Code of Conduct, in whole or in part, atany time and solely at its discretion. Any amendments orwaivers under the Code will be publicly disclosed on atimely basis to the extent required by applicable law orstock exchange requirement or as otherwise determinedto be appropriate by the General Counsel in consultationwith the Audit Committee of the company’s Board ofDirectors.

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BasicResponsibilities Responsibilities of All EmployeesAll employees must conduct themselves in a lawful andethical manner at all times and in all aspects of theirrelationship and/or employment with CCA. In particular,your business and professional decisions and yourbehavior while employed or engaged by the companyshould be guided by the CCA Way Guiding Principles, thepolicies contained in this Code of Conduct and the othercompany policies and procedures that apply to you.

If you are approached by anyone inside or outside of thecompany with a request to do something that yourecognize to be illegal or unethical, you should refuse totake such action and tell the person making the requestthat such conduct is contrary to company policy. In somecases, you also may be obligated to report the incident,as discussed under “Reporting Misconduct and SeekingGuidance.” No manager may direct a subordinate toviolate the Code of Conduct in any respect. Wherepossible, you must also take reasonable steps to preventor detect violations of the Code of Conduct.

It is your responsibility to be familiar with and faithfullyadhere to the policies, guidelines and standards ofconduct that apply to you. It is also your responsibility toreport any violations and to seek answers to any questionsor concerns you may have concerning possible violations,according to the following instructions. Claims ofignorance or uncertainty about a policy or standard ofconduct, good intentions or bad advice are notacceptable as excuses for noncompliance. All employeeswill be accountable for acting, or failing to act, inaccordance with the Code of Conduct.

Additional Responsibilities of Managers andCorporate OfficersManagers must ensure that the employees they superviseunderstand and comply with the company’s standards ofconduct. In this regard, the company’s corporate officersand others who have significant oversight responsibility(for example, facility wardens) have particularresponsibility for setting the right example, or “tone,” andfor enforcing the company’s conduct standards. If you orany of the employees you supervise have questions orconcerns about conduct or actions that may be coveredby the Code of Conduct, or if you or the employees yousupervise have questions about the applicability orinterpretation of the principles and standards set forth inthe Code, you should seek guidance as discussed nextunder “Reporting Misconduct and Seeking Guidance.”

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ReportingMisconduct and Seeking GuidanceCCA’s success in upholding its Guiding Principles andenforcing the Code of Conduct depends on eachemployee seeking advice before problems occur andreporting incidents that raise compliance issues. If youbecome aware of a known or suspected violation of theCode of Conduct, you must report it. Because many ofthe policies in the Code of Conduct are general in natureand do not include all circumstances within the intent ofthe Code, you should report suspected dishonest orillegal activity even if not specifically addressed in theCode. When possible, you must also take reasonablesteps to prevent misconduct before it occurs.

Violations may be reported to an appropriate corporateofficer or manager, to the Human Resources or Legaldepartments or through the company’s Ethics &Compliance Helpline. It is preferred that you give youridentity when reporting violations to allow the company tocontact you for further information needed to pursue aninvestigation. However, you may report or seek guidanceon an anonymous basis through the Ethics & ComplianceHelpline. Reports of misconduct will be promptly reviewedand, subject to the availability of adequate information toensure that it can be conducted in an effective and fairmanner, investigated. Employees are expected tocooperate in investigations of alleged misconduct.

Employees who become aware of misconduct and fail totake action as described above, or who fail to cooperatein an investigation, are subject to disciplinary action, up toand including termination of employment or other servicerelationship. On the other hand, if you are involved in aviolation, the fact that you reported the violation, togetherwith the degree of cooperation you display, may be givenconsideration by the company in its investigation and anyresulting disciplinary action.

Questions and concerns as to whether actions complywith the Code of Conduct should be handled in the samemanner as described above. Disputes between employeesand disciplinary action appeals should be handled inaccordance with the company’s grievance or disputeresolution policies. Allegations of violations that arise outof reports, questions or concerns will be handled inaccordance with the procedures set forth in this Code ofConduct under the heading “Administration and

Enforcement: Determination of Violations.” Reportsregarding questionable accounting, internal accountingcontrols or auditing matters will be handled in accordancewith the procedures established by the Audit Committeeof the Board of Directors for such reports. In addition,company attorneys and certified public accountants maybe subject to other reporting requirements as provided byrules of the Securities and Exchange Commission and/orother professional standards. The reporting requirementsset forth in this Code of Conduct are not intended toconflict with any such regulations, requirements orprocedures.

ConfidentialityInformation provided as required above and the identityof the person providing such information is to be sharedonly on a “need to know” basis and will be handled inconfidence to the extent consistent with the need toconduct an adequate review of the matter. Informationprovided also is subject to applicable law and the advisorystatement below. With respect to anonymous reports, it isthe company’s policy that attempts should not be made toidentify the person making the report, although it may beappropriate in certain circumstances to request that ananonymous reporter voluntarily come forward to assistinvestigation of the matter reported.

Employees are advised that neither the General Counselnor any other attorney employed or retained by thecompany is an attorney for any particular companyemployee. Accordingly, communications between acompany attorney and an employee do not establish anattorney-client relationship between the attorney and theemployee, and any privilege that applies to thecommunications is the company’s and as such may bewaived in the company’s discretion. Information receivedthrough such communications, or communications withother company personnel, may be used by the companyor may be required to be disclosed in subsequent legalproceedings. If an employee has retained personal legalcounsel with respect to a matter he or she is reporting toa company attorney, the employee should notify thecompany attorney at the initiation of the communication.Finally, company attorneys or other employees receivinginformation that presents legal and/or operational risks tothe company may have a duty to further report and/or acton such information.

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Non-retaliation PolicyIt is the company’s policy that no adverse action will betaken against persons making good-faith reports asrequired by the Code of Conduct, whether or not thereport ultimately proves to be well-founded. “Good-faith”does not mean that you have to be right — but it doesmean that you believe you are providing truthful andaccurate information.

On the other hand, the company will not tolerate reportsthat are not made in good faith, such as reportsintentionally providing false information, reports that arefrivolous or reports made solely to harm the company oranother employee. Disciplinary action, up to and includingtermination of employment or other service relationship,may be taken against any person making such a report.

Employees also are advised that legal protections againstretaliation by the company may exist under“whistleblower” laws when providing information orassisting in an investigation by federal regulators, lawenforcement, the United States Congress or the companyitself with respect to certain types of misconduct. Theseinclude, without limitation, violations of certainemployment, labor and environment laws and fraudagainst the company’s shareholders. Violation of suchwhistleblower laws could result in liability for the companyas well as the employee taking retaliatory action.

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Conflicts ofInterest, CorporateOpportunities andGiftsIntroductionA “conflict of interest” occurs when an individual’spersonal interests interfere or appear to interfere with theinterests of the company. A conflict situation can arisewhen an employee has interests that make it difficult toperform his or her responsibilities objectively andeffectively, such as when a family or financial interest hasthe potential to influence his or her motivation, judgmentor actions with respect to a company business decision.Conflicts of interest may also arise when an employee, ora member of his or her family, receives improper personalbenefits as a result of his or her position at the company.See also “Business Conduct and Fair Dealing.”

General PolicyEmployees Must Avoid Conflicts of InterestEmployees must avoid conflicts of interest or theappearance of such conflicts. In particular, employeesmust avoid any outside financial interests that mightconflict with the company’s interests. Such outsideinterests could include, among other things:

l. Personal or family financial interests in enterprises thatdo business with the company, such as relatives whoare employed by or own an interest in vendorcompanies.

2. Acquiring any interest in outside entities, properties,etc., in which the company may have an interest. Thiswould include acquiring stock in businesses beingconsidered for acquisition, or acquiring real estate thecompany wishes to purchase.

3. Serving as a director, officer, employee or consultant toany vendor, supplier, customer or agency.

Employees Must Report and Seek Guidancewith Respect to Potential ConflictsEmployees must report any material transaction orrelationship that could result in a conflict of interest to theappropriate manager or corporate officer and seekguidance with respect to whether entering into suchtransaction or relationship is appropriate. Potential conflictsituations involving a corporate officer or director must bereported to the General Counsel and, if appropriate, thecommittee of the Board of Directors that would beresponsible for making a waiver determination.

Certain Conflict SituationsThe following are situations the company has identified asthose for which a specific rule or guidance is needed.They are not intended to be all-inclusive and any situationstated below as generally permissible remains subject tothe general conflict of interest policies stated above.

Serving as a Director, Officer or Employee of aNon-company BusinessThe company expects its employees to devote their fullenergies to their work. Therefore, an employee’s outsideactivities must not reflect adversely on the company orgive rise to a real or apparent conflict of interest with theemployee’s duties with the company. Employees must bealert to potential conflicts of interests and be aware thatthey may be asked to discontinue any outside activityshould such a conflict arise.

Employees (but not directors and other covered persons)must have written approval from the appropriate managerin advance of accepting an appointment or position toserve as a director, partner, owner, officer or employee ofany non-company business. If the service is permitted,then any employee acting in this dual capacity mustinform the applicable manager if at any time such serviceresults in a conflict or the potential for a conflict so thatappropriate action can be taken (for example, terminationof the service relationship or removal from any discussionor vote involving the third party).

Any director who accepts a nomination to serve as adirector of another public company shall, in the casewhere such nomination has not previously been disclosed,notify the company’s Board of Directors sufficiently inadvance of service to allow the company opportunity toensure compliance with applicable securities law andstock exchange requirements.

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Volunteering in civic and charitable organizations isencouraged for employees, and participation in suchactivities shall not be deemed to require the approval setforth above. However, employees must ensure that suchparticipation does not interfere with their duties to thecompany or otherwise result in a conflict of interest.

Employees as Contractors or VendorsPurchase orders may not be established for an employeeor for a partnership, corporation or other entity in whichan employee is, directly or indirectly, a principal or majorstockholder without the prior approval of (i) with respectto a director or executive officer, the Board of Directors,(ii) with respect to a corporate officer, the General Counselor (iii) with respect to any other employee, the appropriatemanager. In general, this policy does not apply to publiclyheld entities in which an employee owns less than onepercent (1%) of the outstanding stock or securities.

Prohibition on Taking the Company’s CorporateOpportunitiesEmployees of the company stand in a fiduciaryrelationship to the company and must advance itslegitimate interests when the opportunity to do so arises.It is a breach of this duty for any such person to takeadvantage of a business opportunity for his or her own oranother person’s personal profit or benefit when theopportunity is within the corporate powers of thecompany and when the opportunity is of present orpotential practical advantage to the company. By way ofexample, no employee should acquire an interest in realestate that could be of interest to the company. If such aperson so appropriates such a corporate opportunity, thecompany may claim the benefit of the transaction orbusiness and such person exposes himself or herself toliability in this regard. It is the company’s policy that noemployee may take a corporate opportunity without theconsent of the Board of Directors.

Understanding Permissible Business GiftsThe general purpose of gifts and favors in a businesscontext is to create goodwill. If they do more than that,and could reasonably be expected to unduly influencejudgment or create a feeling of obligation, employeesmust not accept them. In particular, employees may not (i)solicit any kind of gift or personal benefit from present orpotential suppliers or customers, (ii) accept gifts of money(or monetary equivalents), whether solicited or unsolicited,or (iii) accept any thing of value that could be construedas a bribe, kickback or similarly unlawful payment.Subject to the prohibitions above and so long as theycould not reasonably be expected to unduly influence

your judgment or create a feeling of obligation, thefollowing transactions generally are permitted:

1. Acceptance of gifts, gratuities, amenities or favorsbased on obvious family or personal relationships (suchas those with parents, children or spouse) when thecircumstances make it clear that those relationships,rather than the business of the company, are themotivating factors;

2. Acceptance of meals, refreshments, travelarrangements or accommodations, or entertainment(including tickets for events) of reasonable value inconnection with a meeting or other event involvingbona fide business discussions or intended to fosterbetter business relations;

3. Acceptance of advertising or promotional material ofreasonable value such as pens, pencils, note pads, keychains, calendars and similar items;

4. Acceptance of discounts or rebates on merchandise orservices that do not exceed those available to othercustomers;

5. Acceptance of gifts of reasonable value related tocommonly recognized events or occasions, such as apromotion, new job, wedding, retirement or Christmas;or

6. Acceptance of civic, charitable, education or religiousorganizational awards for recognition of service andaccomplishment.

If there is any doubt regarding acceptability, the itemshould be refused or returned. In the case of a perishablegift, it may be contributed to a charitable organization inthe donor’s name. Also, the donor should receive writtennotification of the return or disposal of the gift and theemployee’s manager should be copied on suchcorrespondence.

The purpose of this policy is to avoid violations of law andto ensure that the company’s business is safeguardedfrom bribery and undue influence. This policy is notintended to discourage all personal relationships withothers who may do business with the company, whichoften are appropriate and desirable. However, when youhave dealings with persons who have business with thecompany, the requirements of the law and this policy andthe potential for the appearance of conflicts of interestmust be kept in mind.

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For the rules governing when it is appropriate for anemployee to give business gifts to others, see “Gifts toGovernment Officials” and “Business Conduct and FairDealing.”

Potential Conflicts by Family and FriendsThese conflict of interest guidelines are not intended tointerfere with your personal life, but there may besituations where the actions of family members and closepersonal friends create a conflict of interest or theappearance of a conflict. For example, gifts or otherbenefits offered to an employee’s family member bysuppliers or potential suppliers are considered businessgifts and it is the same as if they were given to theemployee. Further, if an employee’s spouse, relative orclose personal friend is directly involved in a business thatwould like to provide goods or services to the company,the employee should avoid using his or her position at thecompany to influence the bidding process or negotiationin any way, and it may be appropriate to remove oneselffrom decision-making processes involving such persons. Ingeneral, situations involving family members and closepersonal friends require great scrutiny and guidanceshould be sought, as directed above.

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Political Activity and GovernmentRelations As a provider of services to federal, state and localgovernments, it is imperative that the company and eachcompany employee strictly adhere to all applicable lawsand regulations governing involvement in the politicalprocess and avoid even the appearance of impropriety indealing with government officials or seeking business fromthe government. Corporate involvement in the politicalprocess is strictly regulated at all levels of governmentand, in some cases, such as corporate contributions tocampaigns for federal office, prohibited. In addition,government officials and contractors are subject toincreasingly stringent and complex rules designed toavoid conflicts of interest, including limits on gift giving toand the hiring of government officials.

If you have any question about the appropriateness of anyaction taken or to be taken with respect to the company’sinvolvement in the political process or its dealings with thegovernment, you should contact the General Counselimmediately. See also “Business Conduct and FairDealing.”

Employee Political ActivityEach employee is encouraged to participate actively inthe political affairs of his or her community, state andcountry, and to stay informed on public issues and on thepositions and qualifications of candidates for public office.However, each person should ensure that his or herpersonal political activities are lawful and separate fromthose of the company. In addition, this activity must notunreasonably interfere with such individual’s ability toperform his or her duties for the company and must notbe inconsistent with applicable laws, rules and regulationsor company policy. An employee may make personalcontributions in his or her discretion; however, suchcontributions are on a voluntary, personal basis and maynot be reimbursed in any way by the company.

Employees considering running for election to publicoffice must discuss such matters in advance with theirsupervisors to assure that their responsibilities at thecompany are not compromised. This policy does notprohibit consideration for personal leaves of absence bythe company employees to pursue elected or appointed

governmental positions. Requests for personal leaves ofabsence will be considered and administered according tothe applicable company policies and procedures.

Company Political Activity All contributions by or in the name of the company,including those believed to be in conformity with the law,must be approved in advance by the General Counsel orhis designee. In addition, the establishment, operationand administration of any company-sponsored politicalaction committee must be conducted in strict compliancewith applicable law and with the approval andinvolvement of the General Counsel. No person may bereimbursed from company funds for making anycontribution, expenditure or payment, directly orindirectly, for the use or benefit of, or in support of oropposition to, any political party or candidate in violationof law.

Subject to the above restrictions, contributions may bemade by the company to political action committees,political parties, independent advocacy groups orcandidates to the extent permitted by applicable law, andsuch contributions may be designated in favor of specificcandidates or issues if such designation is not prohibitedby applicable federal, state or local law. When suchcontributions are made, legal requirements with respectto limitations on amount and the reporting ofcontributions shall be strictly followed.

In addition, all company employees who are or may beinvolved in “lobbying” (as defined by applicable law) orretaining others to lobby on behalf of the company areresponsible for ensuring that they and the companycomply with applicable laws and regulations governingsuch activity, including registration and reportingrequirements. In addition, such employees should seek toconfirm that those retained to lobby on the company’sbehalf comply with and meet any legal restrictions orrequirements applicable to their activities for thecompany.

Gifts to Government OfficialsWhat is acceptable practice in the commercial businessenvironment may be against the law or federal, state orlocal government regulations. No thing of value may beoffered, promised or given, directly or indirectly, to anygovernment employee without the prior approval of theGeneral Counsel. The term “thing of value” includes,among other things, gifts, meals, entertainment, traveland accommodations. Thing of value generally does notinclude promotional or other materials of de minimus or

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no economic value; however, you are strongly encouragedto seek guidance prior to providing anything to agovernment official.

Furthermore, no employee may engage in conduct or apattern of conduct that could be construed as an unlawfulbribe, kickback, gratuity or similar payment to agovernment official, nor may any employee offer, promiseor give to any government official anything that he or sheknows or has reason to know such person may not acceptunder ethics or other rules applicable to such person. Inno circumstance is it acceptable to rely on a governmentofficial to reject an offered gift.

Hiring Current and Former GovernmentOfficialsEmployees should also be aware that strict laws governrecruiting and/or negotiating with government employeesfor future employment at the company, particularly if thegovernment employee had any role in awarding ormanaging contracts with the company. Prior advice andapproval must be obtained from the General Counselprior to communicating with any current or formergovernment employee about working for the company asan employee, agent or consultant.

Obtaining Government BusinessIn obtaining government business, the company must useonly legitimate methods. Employees are strictly prohibitedfrom seeking or receiving information which the companyis not authorized to possess concerning potentialgovernment business. This would include, but is notlimited to, proprietary data, pricing information of othercompetitors for government contracts and non-publicdocuments relating to government purchasing. Inaddition, any employee who inadvertently receives anysuch information must immediately notify the appropriatesupervisor and the General Counsel. See also“Confidential Information of Other Companies.”

False Statements to Government OfficialsIt is a violation of company policy as well as criminalstatutes for employees to make false statements or falseclaims for payment to the government. A false statementto a government official may be actionable if made orallyor in writing, and may include making an affirmativelymisleading statement or concealing a material fact.Moreover, an employee may violate this policy even if heor she does not make the statement directly, but onlyprovides false information to another employee or thirdparty, knowing that it will later be provided to thegovernment. This policy applies in particular to any and allcertifications and forms provided to the government. Seealso “Requests from Government Agencies.”

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Business andConfidentialInformationAccuracy, Retention and Disposal ofDocuments and RecordsEach employee is responsible for the integrity andaccuracy of the company’s documents and records inorder to comply with regulatory and legal requirementsand also to ensure records are available to support ourbusiness practices and actions. No employee may alter orfalsify information on any record or document. Inparticular, records must never be destroyed in an effort todeny governmental authorities that which may be relevantto a governmental investigation or proceeding.Documents and records are to be retained and disposedof in accordance with the company’s records retentionpolicy (FSC & Facility Policy 1-15), as well as such otherpolicies and requirements as may be applicable to specifictypes of records (for example, contract requirements andpolicies applicable to medical records). Each employee isresponsible for understanding and maintaining familiarityand complying with the company’s records retention anddisposal requirements. See also “Accurate and TimelyPeriodic Reports.”

Confidential Information of the CompanyConfidential or proprietary information developed oracquired by the company and not generally available toothers is a valuable asset of the company and must bekept confidential and protected against theft, loss orimproper disclosure. Confidential or proprietaryinformation of the company includes any informationwhich is not generally known and which is useful or helpfulto the company and/or which would be useful or helpfulto the company’s competitors. The company owns allrights to any information that could be classified asconfidential or proprietary and that is acquired by thecompany or developed in whole or in part by one or moreemployees or consultants of the company in the course ofsuch person’s duties, or as a result of his or heremployment or retention by the company.

All employees must safeguard the company’s tradesecrets and confidential information and refuse anyimproper access to trade secrets and confidential

information of any other company, including thecompany’s competitors.

Common examples of confidential or proprietaryinformation include, but are not limited to, the following:lists of customers and pending projects; wage and salarydata; pending acquisitions, joint ventures or otheraffiliations; projected earnings; changes in managementor policies; computer software; financial data (includingoccupancy rates); planned new services or areas in whichthe company intends to expand; any plans the companymay have for improving any of its services; or documentswhich may be specifically labeled “confidential” or“proprietary.”

Employees may not discuss, disclose or permit thedisclosure of any confidential or proprietary information toany person or firm outside of the company or to anyperson who might be in a position to disclose suchmatters to company’s competitors. This obligation tomaintain the confidentiality of confidential or proprietaryinformation of the company continues to apply after anemployee leaves the company or a director leaves theBoard of Directors.

Documents or computerized files containing companyconfidential information should not be copied, removedfrom company premises or released to any person outsideof the company, except as necessary to perform jobfunctions and based upon prior authorization. Alldocuments and computerized files containing confidentialor proprietary information of the company, as well as allother company property, must be returned to thecompany immediately upon termination of employment.

See also FSC & Facility Policy 1-07 and “Protection andUse of Company Property” and “Insider Trading.”

Confidential Health InformationSome employees may come in contact with healthinformation that is confidential to inmates/residents orother employees. Employees handling employee health orother personal information should consult the company’spolicies regarding employee personnel records (FSC &Facility Policy 3-09) and seek guidance from anappropriate Human Resources manager if needed.Employees who handle or could reasonably be expectedto handle employee or inmate/resident health informationmust also be familiar with and abide by the company’spolicies with respect to the handling and transmission of“protected health information” (as defined by the HealthInsurance Portability and Accountability Act of 1996, FSC& Facility Policies 13-35 and 13-74).

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Confidential Information of Other CompaniesWhile the company and its employees should always bealert to their competitive surroundings and obtain asmuch information as possible about the marketplaces inwhich the company operates, such activities must beconducted in accordance with sound and ethicalcommercial practices. Neither the company nor itsemployees should be a party to any situation in whichsuch proprietary or confidential information has beenimproperly obtained from any other company, such as bya former employee of that company. If you areapproached with any offer of confidential or proprietaryinformation that you have reason to believe may havebeen obtained improperly, you must immediately discussthis matter with an appropriate manager or corporateofficer and, if you have or are considering accepting suchinformation, alert the General Counsel.

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Business Conductand Fair DealingGeneral PolicyThe company expects that all employees will perform theirduties in good faith and in the best interests of thecompany. Each employee must endeavor to deal fairlywith the company’s customers, suppliers, competitors andother employees. No employee shall take unfairadvantage of anyone through manipulation, concealment,abuse of privileged or confidential information,misrepresentation of a material fact, or any other unfair-dealing practice, nor shall any employee give any bribe orunlawful kickback or similar payment to any person orentity doing or seeking to do business with the company.

Relationships with CompetitorsThe company is committed to fair competition. The mostimportant laws governing competitive practices in theUnited States are the federal anti-trust laws, which aredesigned to protect economic freedoms and promotecompetition. It is the company’s policy to fully comply withanti-trust laws. Most serious anti-trust violations deal withattempts to restrict competition through agreements orunderstandings with competitors, suppliers or customers.Accordingly, there should be no contact with a competitorof the company unless prior legal advice is obtained. Pricefixing and related agreements to lessen or eliminatecompetition between competitors can be implied fromsuch contacts and have the gravest consequences of allanti-trust offenses. While beneficial in many respects,participation in trade associations necessarily results incontacts with competitors. Anti-trust sensitive topics mustbe avoided, and activities of the association should beclosely monitored by legal counsel for the association.

No employee shall engage in any activity that competeswith the company, nor shall any such person reveal anytrade secrets that are unique to the company or are thecompany’s proprietary information. Each employee has afiduciary responsibility to take care that no informationdeemed confidential to the company be passed tocompetitors.

Relationships with CustomersEmployees shall act in a professional manner at all timeswhen representing the company. In dealing with thecompany’s customers, employees shall use prudentjudgment and exercise good faith. No employee shallmisrepresent, circumvent or conceal the nature of anymaterial aspect of any transaction when dealing with acustomer. If a relationship between an employee and acustomer or a potential customer exists that potentiallycreates a conflict of interest, that employee shall removehimself/herself from all dealings with that customer. Seealso “Political Activity and Government Relations.”

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Protection and Useof CompanyPropertyEmployees have a duty to protect and conserve thecompany’s property and to ensure its efficient use forproper purposes. Employees shall use the company’sassets for the company’s legitimate business purposesonly. Company property includes anything that (a) is usedto further the business of the company, whether locatedon company premises or otherwise, and (b) is not ownedor leased individually by an employee. Company propertyadditionally includes leased property and equipment,computer programs, documents, data and informationdownloaded on an employee’s personal computer.

The assets of the company, including equipment andoffice supplies, must not be taken out of the company’soffices or facilities by any employee or other person,except for purposes of performing his or her job. Ifremoved from the company’s offices or facilities for validcompany uses, the property must be returned when it isno longer needed for such company purposes. Upontermination of employment, employees shall return allcompany property in their possession or control.

Telephones, electronic mail and e-mail systems (includingelectronic bulletin boards) are property of the companyand must be used primarily for business purposes andonly occasionally for personal reasons. A more detaileddescription of the proper uses of company technologymay be found in FSC & Facility Policy 1-8.

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Accurate and TimelyPeriodic Reports Accuracy and reliability in the preparation of all businessrecords, financial statements and reports to regulatory andother government agencies is of critical importance to thecorporate decision-making process and to the properdischarge of the company’s financial, legal and reportingobligations. The company is committed to providing full,fair, accurate, timely and understandable disclosure in theperiodic reports and documents that it is required to filewith the Securities and Exchange Commission. To thisend, the company shall:

n comply with generally accepted accounting principles atall times;

n maintain and strictly adhere to a system of internalaccounting controls and procedures that will providereasonable assurances to management that alltransactions are properly recorded;

n maintain books and records that accurately and fairlyreflect the company’s transactions;

n prohibit the establishment of any undisclosed orunrecorded funds or assets;

n maintain disclosure controls and procedures that willprovide reasonable assurances to management thatmaterial information about the company is made knownto management on a timely basis, particularly duringperiods in which the company’s periodic reports arebeing prepared; and

n present information in a clear and orderly manner in thecompany’s periodic reports.

All business records, expense accounts, vouchers, bills,payroll, service records and other statements and reportsare to be prepared with care and honesty. False ormisleading entries are prohibited. For example, nopayment shall be requested, approved or made with theintention or understanding that it will be used for anypurpose other than that described in the documentationsupporting the payment. All corporate funds and assetsare to be recorded in accordance with applicablecorporate procedures. Compliance with accountingprocedures and internal control procedures is required atall times. It is the responsibility of all employees to ensurethat both the letter and the spirit of corporate accountingand internal control procedures are strictly adhered to atall times. See also “Business and Confidential Information:Accuracy, Retention and Disposal of Documents andRecords.”

In addition, it is a violation of company policy and mayconstitute a violation of federal law for an employee,acting individually or under the direction of a corporateofficer or director, to take any action to fraudulentlyinfluence, coerce, manipulate or mislead any independentor certified accountant engaged in the performance of anaudit of the company’s financial statements.

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Insider Trading The information contained herein is a summary of thecompany’s Insider Trading Policy, and employees arestrongly encouraged to consult the full policy (FSC &Facility Policy 3-21) for a complete description.

The company’s Insider Trading Policy prohibits: (i) tradingin company securities, directly or indirectly, while you arein possession of material nonpublic informationconcerning the company; (ii) trading in securities of otherpublicly traded companies while you are aware of materialnonpublic information about that company that youobtained in the course of your employment with thecompany; and (iii) disclosing material nonpublicinformation about the company or any company withwhich the company deals to anyone outside the companyor recommending to anyone the purchase or sale of anysuch securities while you are aware of such information(“tipping”).

“Material nonpublic information” means information thata reasonable investor would consider important in makinga decision on whether to buy, sell or hold a security, andthat is not generally known or available to the public.Common examples of “material” information includeknowledge of new services; earnings or dividend figures;changes in senior management; significant accountingdevelopments; new contracts with customers or suppliers;actual or threatened major litigation, or the resolution ofsuch litigation; and pending or proposed tender offers,acquisitions, mergers and dispositions of businesses orsignificant assets. As a general rule, information isconsidered “nonpublic” until the expiration of two (2) fulltrading days after the information is released to thegeneral public, typically through a press release or filingwith the SEC.

The Insider Trading Policy also contains restrictions andguidance applicable to specific types of transactions, suchas transactions in company securities held in thecompany’s 401(k) plan, transactions in company stockoptions, short sales and hedging and margin loantransactions. Additional restrictions apply to thecompany’s executive officers and directors and to certainother individuals designated by the administrators of thePolicy.

Federal and state securities laws prohibit insider tradingand tipping, and violators face potentially severepenalties. Violators of the Insider Trading Policy also facecompany-sanctioned penalties, up to and includingtermination of employment.

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Employment andWork EnvironmentThis section summarizes some of the company’semployment policies. It is not intended to be anexhaustive statement concerning such policies. Youshould consult the company’s employment-relatedpolicies and procedures, some of which are referencedbelow, for a further discussion of these policies, as well asrelated information and additional policies.

Equal Employment Opportunity; SexualHarassmentThe company is an equal opportunity employer and doesnot discriminate in its employment practices. It is thecompany’s policy that all employees be treated withrespect and courtesy. No person may be discriminatedagainst concerning recruitment, employment, promotion,termination of employment or any other term or conditionof employment because of such person’s race, color,gender, creed, religion, age, handicap, disability, nationalorigin, ancestry, marital status or any other bias prohibitedby federal, state or local law including Title VII of the CivilRights Act of 1964, as amended.

No employee of the company shall engage in any type ofconduct whatsoever that could be construed as sexualharassment under the guidelines established by the EqualEmployment Opportunity Commission and as establishedby the company’s policy prohibiting sexual harassment(FSC & Facility Policy 3-17). Verbal and physical contact ofa sexual nature by any employee or supervisor, includingsexual advances, requests for sexual favors or otherconduct that tends to create an intimidating, hostile oroffensive work environment, is strictly prohibited. Allincidents of sexual harassment should be immediatelyreported as stated under “Reporting Violations andSeeking Guidance.”

If an employee feels he or she has been discriminatedagainst on the basis of his or her race, color, gender orother protected category, or sexually harassed, he or sheshould immediately report the matter as stated under“Reporting Misconduct and Seeking Guidance.”

The company is also strongly committed to complyingwith all federal and state laws and any amendmentsthereto governing employment, including but not limitedto: the Americans with Disabilities Act; the Employee

Retirement Income Security Act; Title VII of the Civil RightsAct; the Occupational Safety and Health Act; the LaborManagement Relations Act; the Age Discrimination inEmployment Act; the Fair Labor Standards Act; theImmigration Reform and Control Act; the Equal Pay Act;the Workers’ Adjustment and Retraining Notification Act;and all similar, applicable laws in each state in which thecompany conducts its business.

The company’s General Counsel and the company’sHuman Resources officials can provide employees withinformation on these laws and can direct any questionsregarding these laws to the proper authority. See also FSC& Facility Policy 3-17.

Employee Safety and Health The health and safety of all employees is a primaryconcern of the company. The following statementdescribes the guidelines necessary to achieve thecompany’s goal of protecting its employees fromrecognized hazards in the workplace. This statement is notintended to be a substitute for the company’s moredetailed policies and procedures regarding employeesafety and health, which contains any applicable federal,state or local requirements. Employees should refer toChapter 8 of the company’s FSC & Facility policies andprocedures for further information in this regard.

The company and its employees must comply with allfederal, state and local health and safety laws andregulations, including the rules and regulations of theOccupational Safety and Health Administration (OSHA).The company and its employees share responsibility formaintaining a safe work environment.

The company encourages employees’ involvement withthe company’s health and safety programs to ensure thesafety and health of the work environment and tominimize workplace hazards. All employees areencouraged to make suggestions to their supervisorconcerning how to improve workplace safety. Thecompany also requires employees to fully comply with thecompany’s safety and health programs and all relevantOSHA standards.

Drug-free WorkplaceThe company is committed to maintaining a drug-freeworkplace and will not tolerate on its premises either themanufacture, dispensation, possession, distribution or useof illicit drugs or alcohol while on duty. The company willnot tolerate an employee being under the influence ofillicit drugs or alcohol while on duty. The company will not

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tolerate an employee’s misuse of prescription medicationwhile on duty or on the company’s premises. Thecompany also prohibits the consumption of alcoholicbeverages on company premises other than in connectionwith functions approved by the company. The companywill immediately discipline anyone who violates this policy,and this discipline could take the form of discharge.

In addition, the company has implemented a drug testingpolicy for applicants for employment and for currentemployees. FSC & Facility Policy 3-15 contains a completedescription of the company’s drug and alcohol and testingpolicies.

Ethical ConcernsThe company desires to create a work environment inwhich ethical concerns can be raised and openlydiscussed. If an employee raises an uncomfortablequestion or criticizes another employee, corporate officersand managers must welcome the employee’s questions orconcerns, and, as appropriate, seek assistance inaddressing them. If such corporate officer or managerdoes not know how to answer such a question or addressa concern, the company’s Human Resources officials orthe General Counsel will assist the corporate officer ormanager in this regard.

Open CommunicationsThe company encourages open communications, and thecompany strives to be responsive to problems andconcerns. Though honest disagreements will occur, noone employed by or associated with the company or oneof its facilities should be required to subordinate theirreasonable and lawful professional standards, judgment orobjectivity to those of any other individual. Whendifferences of opinion may arise, they should be referredto appropriate management levels within the company forresolution.

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ExternalCommunicationsPolitical Communications Communication of the company’s views to legislators,governmental agencies or the general public concerninglegislation and governmental policies or practicesaffecting the company’s business operations is notprohibited, so long as such communication is made inaccordance with applicable laws, such as those lawsrelated to lobbying. In many circumstances, the company’sinterests will require timely and effective communicationof its views on public issues and policies affecting thecompany, its business and its stockholders. See also“Political Activity and Government Relations.”

Requests from Government AgenciesIt is the company’s policy to cooperate fully withreasonable and appropriate requests from anygovernmental agency concerning the company’soperations. The company seeks to assure that itsresponses to government inquiries are complete, timelyand properly coordinated, and also protect the rights ofthose involved. Guidelines for responding to requestsfrom government agencies are described below. See alsoFSC & Facility Policy 1-10.

(a) In order to assure that a request for information isproperly authorized by a government agency, allrequests must be made in writing prior to thecompany making any response.

(b) Only certain individuals within the company areauthorized to respond without prior approval. TheGeneral Counsel will designate such individuals.

(c) Unless an employee has been informed in writing thathe or she is authorized to respond to the inquiry of agovernment agency, any contact with a governmentemployee must be referred to his or her supervisorand/or the General Counsel to determine the mostappropriate individual to respond to the inquiry.

(d) In order to preserve a record of the company’sresponse to a government inquiry, all responses mustbe made or otherwise documented in writing.

(e) Any response to a government inquiry must considerthe need to protect individual privacy.

(f) All responses to any government inquiry must betruthful and complete.

No employee may ever destroy or alter any companydocuments in anticipation of a request for thosedocuments from any government agency or court. If anyemployee believes that such conduct has occurred or mayoccur, he or she should immediately contact his or hersupervisor and the General Counsel. See also “BusinessInformation: Accuracy, Retention and Disposal ofDocuments and Records.

Employees who are contacted by law enforcement agentsare advised that: (1) they should contact their supervisor(in the case of an employee) or the General Counsel (inthe case of a corporate officer) immediately; (2) they havethe right to speak or decline to speak, as all suchconversations by them are entirely voluntary; (3) they havethe right to speak to legal counsel before deciding to beinterviewed; and (4) they can insist that legal counsel bepresent if the employee agrees to be interviewed.

Communication with the News MediaOnly company personnel specifically designated by thecompany’s executive officers (designated spokespersons)may initiate contact with newspaper reporters,representatives of the broadcast media, or any othermembers of the press or respond to inquiries of any kindby the press that in any way deal with or affect thecompany.

Any employee of the company contacted by a member ofpress should first inform the person making the inquiry ofthis company policy and refer the person to thedesignated spokesperson. Any employee so contactedmust then inform one of the designated spokespersons ofsuch contact. One of the designated spokespersons, in hisor her discretion, may authorize another employee tomake contact with the press or respond to a press inquiry.See also FSC & Facility Policy 1-4.

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Facility EmployeeStandards of ConductFacility employees and others who in the course of theirduties conduct business with or within a company correctionalfacility must also be familiar with and are expected to abideby the standards of conduct set forth in the Facility EmployeeSupplement to the Code of Conduct, which is included withinthe company’s policies and procedures as an Appendix to FSC& Facility Policy 3-3.

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Summary information contained in this Guide regarding the Code of Conduct and other company policies and procedures is provided

for informational purposes only. Such information is not intended as a separate statement of CCA policy or

as a substitute for or supplement to CCA's official policies and procedures.

Neither this Guide nor the Code of Conduct is an employment contract or a guarantee of continued employment. CCA policies,

guidelines and procedures, including the Code of Conduct, are subject to change by the company at any time.

Copyright © 2005. Corrections Corporation of America. All rights reserved.