MIME-Version: 1.0 Content-Location: file:///C:/251CDEF7/eth_108667.htm Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii" Synagro Technologies, Inc

Synagro Technolog= ies, Inc.

Code Of Business Conduct


      Introducti= on

This Code of Business Conduct covers a wide range of business practices and procedures. It does n= ot cover every issue that may arise, but it sets out basic principles to guide= all employees of Synagro Technologies, Inc. (the "Company").  This Co= de is intended to meet the requirements for a code of conduct under the Nasdaq listing standards.<= o:p>

All of our officers, directors and employees must conduct themselves accordingly and seek to avo= id even the appearance of improper behavior.&= nbsp; The Code should also be provided to and followed by the Company's ag= ents and representatives, including consultants.

If a law conflicts with a policy in this Code, you must comply with the law.  If you have any questions about th= ese conflicts, you should ask your supervisor how to handle the situation.=

Those who violate the standards in this Code will be subject to disciplinary action, = up to and including termination of employment. If you are in a situation which you believe may violate or lead to a violation= of this Code, follow the guidelines described in Section 14 of this Code.<= /span>

1.        &= nbsp;    Compliance with Laws, Rules and Regulations

Obeying the law, both = in letter and in spirit, is the foundation on which this Company's ethical standards are built. All employees must respect and obey the laws of the cities, states and countries in which we operate. Although not all employees are expected to know the details of these laws, it is important to know eno= ugh to determine when to seek advice from supervisors, managers or other appropriate personnel.

If requested, the Comp= any will hold information and training sessions to promote compliance with laws, rules and regulations, including insider-trading laws.


2.   &nb= sp;        Conflicts of Interest

A "conflict of interest" exists when a person's private interest interferes in any way with the interests of the Company. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make = it difficult to perform his or her Company work objectively and effectively. Conflicts of interest may also arise when an employee, officer or director,= or members of his or her family receives improper personal benefits as a resul= t of his or her position in the Company. Loans to, or guarantees of obligations = of, employees and their family members may create conflicts of interest.

It is almost always a conflict of interest for a Company employee to work simultaneously for a competitor, customer or supplier. You are not allowed to work for a competi= tor as a consultant or board member. The best policy is to avoid any direct or indirect business connection with our customers, suppliers or competitors, except on our behalf. Conflicts of interest are prohibited as a matter of Company policy, except under guidelines approved by the Board of Directors. Conflicts of interest may not always be clear-cut, so if you have a questio= n, you should consult with higher levels of management or the Company's Legal Department. Any employee, officer or director who becomes aware of a confli= ct or potential conflict should bring it to the attention of a supervisor, man= ager or other appropriate personnel or consult the procedures described in Secti= on 14 of this Code.

3.   &nb= sp;        Insider Trading

Employees who have acc= ess to confidential information are not permitted to use or share that information= for stock trading purposes or for any other purpose except the conduct of our business. All non-public information about the Company should be considered confidential information. To use non-public information for personal financ= ial benefit or to "tip" others who might make an investment decision = on the basis of this information is not only unethical but also illegal. In or= der to assist with compliance with laws against insider trading, the Company has adopted a specific policy governing employees' trading in securities of the Company. This policy has been distributed and is available to every employe= e. If you have any questions, please consult the Company's Legal Department.

4.        &= nbsp;    Corporate Opportunities

Employees, officers and directors are prohibited from taking for themselves personally opportunities that are discovered through the use of corporate property, information or position without the consent of the Board of Directors. No employee may use corporate property, information, or position for improper personal gain, an= d no employee may compete with the Company directly or indirectly. Employees, officers and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

5.        &= nbsp;    Competition and Fair Dealing

We seek to outperform = our competition fairly and honestly. Stealing proprietary information, possessi= ng trade secret information that was obtained without the owner's consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each employee should endeavor to respect the rights of and deal fairly with the Company's customers, suppliers, competitors and employees. = No employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.<= /p>

The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with customers. No gift or entertainment should ever be offered, given, provided or accepted by any Company employee, family member of an employee or agent unless it: (1) = is not a cash gift, (2) is consistent with customary business practices, (3) is not excessive in value, (4) cannot be construed as a bribe or payoff and (5) does not violate any laws or regulations. Please discuss with your supervis= or any gifts or proposed gifts that you are not certain are appropriate.<= /o:p>

6.     &nb= sp;       Discrimination and Harassment=

The diversity of the Company's employees is a tremendous asset. We are firmly committed to provi= ding equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment of any kind. Examples include derogato= ry comments based on racial or ethnic characteristics and unwelcome sexual advances.

7.        &= nbsp;    Health and Safety

The Company strives to provide each employee with a safe and healthy work environment. Each employ= ee has responsibility for maintaining a safe and healthy workplace for all employees by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.

Violence and threateni= ng behavior are not permitted. Employees should report to work in condition to perform their duties, free from the influence of illegal drugs or alcohol. = The use of illegal drugs in the workplace will not be tolerated.

8.        &= nbsp;    Financial Reporting and Accuracy of Company Records

As a public company, t= he Company is required by law to make full, fair, accurate, timely and understandable disclosure in the reports and documents that are filed with,= or submitted to, the SEC and in all other public communications the Company makes.  In order to comply with these public disclosure requirements, the Company has adopted the following principals:

The Company requires h= onest and accurate recording and reporting of information in order to make responsible business decisions. Each Company employee, officer and director must help maintain the integrity of the Company’s record keeping and reporting systems and is responsible for maintaining complete and accurate records, accounting entries and classifications.  For example, only the true and act= ual number of hours worked should be reported.

Many employees regular= ly use business expense accounts, which must be documented and recorded accurately= . If you are not sure whether a certain expense is legitimate, ask your supervis= or or your controller.

All of the Company's b= ooks, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company's transactions and must conf= orm both to applicable legal requirements and to the Company's system of intern= al controls. Unrecorded or "off the books" funds or assets should no= t be maintained unless permitted by applicable law or regulation.

Business records and communications often become public, and we should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people= and companies that can be misunderstood. This applies equally to e-mail, intern= al memos, and formal reports. Records should always be retained or destroyed a= ccording to the Company's record retention policies. In accordance with those polici= es, in the event of litigation or governmental investigation please consult the Company's Legal Department.

Company employees, off= icers and directors are expected to comply fully and accurately with all audits, requires for special record keeping or retention of documents, or other materials from or on behalf of the Company’s auditors, general counse= l or management.

9.        &= nbsp;    Confidentiality

Employees must maintai= n the confidentiality of confidential information entrusted to them by the Company or its custome= rs, except when disclosure is authorized by the Legal Department or required by laws or regulations. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company = or its customers if disclosed. It also includes information that suppliers and customers have entrusted to us. The obligation to preserve confidential information continues even after employment ends. In connection with this obligation, every employee should have executed a confidentiality agreement when he or she began his or her employment with the Company.

 10.=          Protection and Proper Use of Company Assets

All employees should endeavor to protect the Company's assets and ensure their efficient use. Th= eft, carelessness, and waste have a direct impact on the Company's profitability. Any suspected incident of fraud or theft should be immediately reported for investigation. Company equipment should not be used for non-Company busines= s, though incidental personal use may be permitted.       

The obligation of empl= oyees to protect the Company's assets includes its proprietary information. Proprietary information includes intellectual property such as trade secret= s, patents, trademarks, and copyrights, as well as business, marketing and ser= vice plans, engineering and manufacturing ideas, designs, databases, records, sa= lary information and any unpublished financial data and reports. Unauthorized us= e or distribution of this information would violate Company policy. It could als= o be illegal and result in civil or even criminal penalties.

 11.=          Payments to Government Personnel

The U.S. Foreign Corru= pt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make illegal paymen= ts to government officials of any country.

In addition, the U.S. government has a number of laws and regulations regarding business gratuities which may be accepted by U.S. go= vernment personnel. The promise, offer or delivery to an official or employee of the U.S. government of a gift, favor or other gratuity in violation of these ru= les would not only violate Company policy but could also be a criminal offense. State and local governments, as well as foreign governments, may have simil= ar rules. The Company's Legal Department can provide guidance to you in this a= rea.

12.        &= nbsp; Waivers of the Code of Business Conduct and Ethics

Any waiver of this Cod= e for executive officers or directors may be made only by the Board and will be promptly disclosed as required by law or stock exchange regulation.

13.        &= nbsp; Reporting any Illegal or Unethical Behavior

Employees are encourag= ed to talk to supervisors, managers or other appropriate personnel about observed illegal or unethical behavior and when in doubt about the best course of ac= tion in a particular situation.  If= you are uncomfortable talking with any of these persons, you may contact any me= mber of the Company’s senior management. It is the policy of the Company n= ot to allow retaliation for reports of misconduct by others made in good faith= by employees. Employees are expected to cooperate in internal investigations of misconduct.

Any employee may anony= mously submit a good faith concern regarding questionable accounting or auditing matters without fear of dismissal or retaliation of any kind.  Employees should read the Company's policy regarding “Employee Complaint Procedures for Accounting and Securities Matters”, which describes the Company's procedures for complaints regarding accounting and or auditing matters.  Other matters may be anonymously directed to the office of the Legal Department.

14.        &= nbsp; Compliance Procedures

We must all work to en= sure prompt and consistent action against violations of this Code. However, in s= ome situations it is difficult to know if a violation has occurred. Since we ca= nnot anticipate every situation that will arise, it is important that we have a = way to approach a new question or problem. These are the steps to keep in mind:=

·       &= nbsp;  Make s= ure you have all the facts. In order to reach the right solutions, we must be as fully informe= d as possible.

·       &= nbsp;  Ask yourself: What specifically am I being asked to do? Does it seem unethical = or improper? This will enable you to focus on the specific question you are faced with a= nd the alternatives you have. Use your judgment and common sense; if something seems unethical or improper, it probably is.

·       &= nbsp;  Clarif= y your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem.

·       &= nbsp;  Discus= s the problem with your supervisor. This is the basic guidance for all situations.= In many cases, your supervisor will be more knowledgeable about the question a= nd will appreciate being brought into the decision-making process. Remember th= at it is your supervisor's responsibility to help solve problems.

·       &= nbsp;  Seek h= elp from Company resources. In the rare case where it may not be appropriat= e to discuss an issue with your supervisor, or where = you do not feel comfortable approaching your supervisor with your question, discus= s it locally with your office manager or your Human Resources manager.

·       &= nbsp;  You may report ethical violations in confidence and without fear of retaliation. If your situation requires that your identity be kept secret, your anonymity will be protected. The Company does not permit retaliation of any kind agai= nst employees for good faith reports of ethical violations.

·       &= nbsp; 


Always ask first, act later. If you are unsure of what to do in any situatio= n, seek guidance before you act.