Business Conduct & Ethics Policy

0.0 POLICY

Wolverine employees, officers and Board of Directors are to utilize the company’s Business Conduct and Ethics Policy in all aspects of conducting business for Wolverine Tube, Inc.

1.0 PURPOSE

• Do the Right Thing
  
  
• Customer First
  
  
• Honor Commitments
  
  
• People
  
  
• Open Communications
  
  
• Teamwork

Wolverine Tube expects employees, officers and its Board of Directors to follow the Business Conduct and Ethics Policy stated herein to promote customer satisfaction, employee teamwork, business growth and management in a fair, equitable and profitable manner.

2.0 SCOPE

This Policy and the accompanying Standard Practices are applicable to all Wolverine employees, officers and Board of Directors.

3.0 RESPONSIBILITIES

This procedure will be administered by the General Counsel or if no General Counsel then the Chief Financial Officer.

4.0 REFERENCES

Wolverine Insider Trading Policy, Foreign Corrupt Practices Act Policy, Wolverine Environmental Policy Statement.

5.0 PROCEDURES

Employees, officers and the Board of Directors should read, review and sign a copy of the Business, Conduct and Ethics Policy. This Policy shall also be posted on the Company Website.

6.0 WOLVERINE TUBE, INC.’S BUSINESS CONDUCT AND ETHICS POLICY

The above Values serve as the foundation of our Company's Mission and Vision Statement. The information contained in this document further expands on the spirit and content for our Values and sets forth the principles by which we operate. As an overview, we support the free enterprise system. We support competition in whatever country we operate. We deal with our shareholders, our employees, our customers, our suppliers and the general public with honesty, respect, dignity and fairness. We shall strive to conduct our business in the highest of ethical standards.

At Wolverine Tube, Inc. our motto is "exceed expectations" In addition to our customers, our motto applies to our shareholders, our employees, our suppliers and our communities. We hold ourselves out as a world-class quality partner, a leading global supplier of tubes, fabricated products, and related products; thereby, offering the broadest product line of any North American non-ferrous metals manufacturer. To that end we are all charged with upholding the standards of ethical behavior set forth in this Policy.

Our Business Conduct and Ethics Policy together with our Company Statement of Values is an outward manifestation of the standards and beliefs by which we daily operate. Please use this policy as your roadmap to appropriately perform your duties on behalf of the Company. Review the Policy regularly!

6.1 Health and Safety

The health and safety of Wolverine's employees and visitors is of primary importance. Our work schedules, processes and policies are designed to minimize risks. There is no operation at Wolverine that is so important or urgent that it must be done at a risk to any employee or other individual. Health and safety are ongoing processes. It is the responsibility of everyone to ensure a safe and healthy workplace. All employees have a responsibility to themselves and fellow employees to keep and maintain a healthy and safe work environment. They also have a responsibility to report unsafe working conditions to supervisors and management. The Company recognizes its responsibility to provide employees and visitors with a healthy and safe work environment.

6.2 Individual Responsibilities

Wolverine’s commitment is to provide quality products and services that exceed customer expectations. Any unreasonable risk to that commitment is unacceptable. Deficiencies or risks to product quality, safety, design, installation, maintenance or work processes should be reported to supervisors or management immediately. The Company must necessarily assign the responsibility for keeping and maintaining a safe workplace, quality manufacturing and safe products to its employees.

6.3 Equal Employment Opportunity and Employment

6.3.1 Wolverine's commitment is to provide equal employment opportunities for all in recruiting, hiring, compensation and job assignments without discrimination due to race, color, religion, citizenship, sex, disability, age or national origin. It is the Company's policy to treat its employees equally in all areas of personnel policies and practices - such as compensation, benefits and opportunities for advancement.

6.3.2 Wolverine is committed to providing a workplace free from harassment or any other type of conduct that tends to attack a person's worth, integrity or self-esteem. Harassment, regardless of the form, will not be tolerated.

6.3.3 The use of child labor or forced labor will not be tolerated.

6.3.4 The Company recognizes its responsibility to develop current and future management and to create an atmosphere where the development of management is fostered. Management development is accomplished by organizational goals promoted through individual success.

6.3.5 During the workday, all fulltime employees are expected to devote full time responsibility to the Company. As long as employees' outside activities do not conflict with work or reflect unfavorably upon the Company, they may remain private.

6.3.6 The Company reserves the right to investigate suspicious activity on its property. To this end, the Company reserves the right to inspect the person, property or vehicles of persons on its property.

6.4 The Environment

Our "War on Waste" our manufacturing methods, our recycling efforts, and our energy conservation practices evidence our respect for the needs and concerns of the communities in which we live and work. It is our belief that what is good for the environment is good for Wolverine. The highest-ranking manager located at each facility (usually the Plant Manager) has ultimate Environmental Stewardship Responsibility for their facility and should fully abide by our formal Environmental Policy Statement, but it is the obligation of every employee to implement and comply with the Company’s environmental policies.

6.5 Company Information

6.5.1 Protecting information about Wolverine's products, processes, prices, performance, plans and capacities is critical to our competitive position and business reputation. As an employee certain information deemed confidential will be made available to you. Good judgment is needed to determine what information can and cannot be disclosed to others. The general rule is that confidential information should never be disclosed outside the Company. With other information, use the "need to know" test. If there are questions, consult your supervisor or manager.

6.5.2 The use of confidential information for the personal gain of an employee, officer, director or anyone else is prohibited. Buying or selling Wolverine stock on the basis of material nonpublic information ("insider information" is prohibited and illegal. This includes when that information is passed to another who uses it in the trade of our stock. Information is material if it is what a prudent investor should know before investing in a company and nonpublic if it has not been appropriately disclosed to the general public. It includes, but is not limited to, financial results, new product plans and acquisition plans.

6.6 Avoiding Conflicts of Interest

6.6.1 Fulltime employees are expected to be full time employees in return for the pay and benefits received. Therefore, when employed full-time by Wolverine, it is wrong to accept employment from any third party that interferes with your time and/or duties to Wolverine. Other than compensation received from Wolverine, it is wrong to accept any material economic benefit as the result of being a Wolverine employee. It is wrong to engage in any outside activity that interferes with your time and/or duties to Wolverine as a Wolverine employee. Avoid those situations, which would conflict with your employment.

6.6.2 Wolverine trusts its employees with information about the Company's activities, funds and property. Use of any of these that in any way conflicts with Company interests is prohibited.

6.6.3 All business transactions must be made on an "arms length" basis, i.e., no less favorable than, or equivalent to, that which would have been obtained in dealings with an unrelated third party.

6.6.4 Just as important as avoiding actual situations involving conflicts of interest are avoiding those situations in which there may only appear to be a conflict of interest.

6.6.5 Lastly, avoid conflicts of interest, which can be developed from relationships with family, friends, business associates, potential customers, customers and suppliers. Employees should not also work for a customer, supplier or competitor.

6.7 Use of Company Funds

Employees will be held accountable for any form of Company funds such as credit cards, tickets, cash and checks. Those who authorize the use of Company funds must ensure that the Company has received proper value in return. Company funds used for illegal or improper uses may subject an employee to disciplinary action or to action by civil authorities.

6.8 Proper Use of Company Information and Company Property

6.8.1 The use of Company information or Company property in such a way that conflicts with the Company’s interest, or in any manner that may reasonably be considered offensive or disruptive to another employee, is prohibited.

6.8.2 Electronic commerce, electronic mail, and other Internet services are intended to be used for Company business. Electronic systems and devices used on Company property will be considered as Company property. Management may inspect and disclose the contents of electronic messages if the inspection and disclosure is made for legitimate purposes or necessary to protect the rights and property of Wolverine, its employees and customers.

6.8.3 The use of electronic resources to offend or harass another is prohibited. Employees, who use the Internet to access sites that contain offensive materials related to sex, race, or other objectionable categories, subject themselves to disciplinary action, which may include discharge.

6.9 Record Keeping - Authenticity

The integrity of Company records is relied upon to make important business decisions, to take actions and to reimburse and pay employees. It is essential that all records be accurate, complete and authentic. False or misleading entries in vouchers, bills, financial data, expense reports, performance reports, timecards, and the like, regarding either the amount or purpose of a transaction are prohibited and will be viewed as a serious breach of Company policy.

6.10 Political/Non-Governmental and Governmental Contributions

6.10.1 Within the U.S., no contributions of funds or services are to be made to, or on behalf of, any political organization or candidate by Wolverine or any of its companies without advance approval of the Legal Department. Within the U.S., offering anything of value, directly or indirectly, to government officials in connection with their governmental duties is prohibited and this would include gifts or other things of value offered to their families. Throughout the world, direct or indirect contributions to any government officials (including their representatives or family members) to gain preferential treatment are prohibited.

6.10.2 Wolverine recognizes that in some countries outside the U.S., it is legal and customary for companies to make certain contributions to political parties and government officials. However, no such contributions or payments can be made by Wolverine or any of its companies, employees or agents with the intent to obtain or retain business. The reimbursement of any employee for political contributions or expenditures is against the Company’s policy.

6.11 Gifts

Wolverine and its employees may give (and receive) business courtesies or gratuities in their business dealings with commercial customers and with other non-government parties provided that they meet the following guidelines: they do not influence or give the appearance of influencing the business judgment of the recipient; they are reasonable in cost, amount, quantity and frequency; they do not violate the laws, regulations, reasonable customs of the marketplace or the known policy of the giver/recipient or the giver’s/recipient’s employer; and they can withstand public scrutiny without damaging the Company’s reputation. Examples of business courtesies or gratuities include such items as meals, cocktails, discounts, hospitality, entertainment, recreation, tickets, promotional items, transportation and any tangible or intangible "thing of value" for which the recipient does not pay the fair market value.

6.12 Legal Standards

6.12.1 Any employee involved in a court or other similar proceedings arising out of employment with Wolverine shall abide by the rules of the forum, cooperate with the orders of that forum and not, in any way, commit perjury or obstruct justice.

6.12.2 All employees are to comply with all laws applicable to our business and the affairs, conduct and operations of our business.

6.13 Antitrust and Competition

6.13.1 Agreements to boycott customers, suppliers or geographic areas, to allocate markets, territories, or products, to limit the sale or production of products are illegal and prohibited. Also, planning or acting together with any competitor to fix prices or to agree about the nature, means or extent of competition in any market are illegal and prohibited. Using illegal or unethical means to gain a competitive advantage or obtain competitive information is prohibited.

6.13.2 As a supporter of the free enterprise system, Wolverine supports the Antitrust and Competition Laws, Rules and Regulations and expects its employees to do likewise.

6.13.3 It should be noted that the conduct of a single employee can involve, not only that employee, but supervisors, management, the Company and the Company’s Board of Directors in costly and lengthy litigation which can lead to fines, injunctions and imprisonment of individuals at all levels within the Company.

6.14 International Business

The Company engages in business in various foreign countries governed by foreign laws. It is the Company’s policy that all employees worldwide abide by and comply with all foreign laws and ethical standards of each country in which the Company does business, and which are applicable to the business and affairs of the Company, including U.S. laws that apply outside of the U.S. For example, all employees must abide by the Foreign Corrupt Practices Act and like laws and regulations, which relate to our business dealings in foreign countries.

6.15 Ethical Standards

All employees are to strive to maintain the highest standards of ethical conduct and to conduct the affairs of the Company with honesty and integrity. Our standards of business conduct and ethics apply worldwide.

7.0 Waiver Of Code For Executive Officers Or Directors

7.1 Waiver Process and Disclosure

Any waiver of this code for executive officers or directors may be made only by the Board of Directors (or appropriate Board Committee) and must promptly be disclosed to shareholders. Such disclosure should be made within five (5) business days after granting the waiver.

8.0 Responsibilities

8.1 Wolverine is committed to conducting its business in a legal and ethical manner. It is the
unalterable policy of the Company to be a law abiding corporate citizen of whatever community in which it operates. Illegal behavior, or actions by anyone employed by or associated with the Company, threatens to undermine the Company’s goal of obtaining a reputation for honesty, integrity and fair dealing.

8.2 Each employee, officer, and Board Member is expected to carry out his or her work in accordance with this Policy. Any activity by an employee or representative of the Company which in any way violates the law or the Company's Business Conduct and Ethics Policy, even if intended to be "beneficial" to the Company, is directly contrary to the interests of the Company and may subject the employee/representative to disciplinary action.

All employees are urged to direct any questions or concerns about the Company’s activities or these standards of conduct to the Legal Department or the Corporate Human Resources Department. When in doubt - ASK! Any employee who suspects that a violation of this policy has occurred has an obligation, in good faith, to promptly report such event and said employee shall be protected from retaliation.

Lastly, adherence to this set of standards is a condition of employment with Wolverine. Violations are serious matters and may result in disciplinary action, which may include termination.

If you have any questions about any Wolverine Tube, Inc. policy or if you have questions about the lawfulness or propriety of your activities, those of other Wolverine employees or those of a Wolverine operation, or if you feel there is a conflict between Wolverine’s ethical or compliance policies or between them and our efforts to reach our financial objectives, you should discuss your concerns with your management, the Company’s legal department, your human resources or the corporate human resources departments, or with a member of the Executive Management Committee, which includes the President and CEO. You may call 1-800-367-7315 to reach the corporate offices/departments including most members of the Executive Management Committee.

ACKNOWLEGDEMENT AND RECEIPT

I have received and reviewed a copy of Wolverine Tube, Inc.’s Business Conduct and Ethics Policy and I agree to fully abide by such policy as a condition of my employment or a condition of my ongoing relationship with the Company.

Addendum "A"

Code of Ethical Conduct for Executive Management Committee and Financial Managers

In my role as a member of the Executive Management Committee ("EMC") or a finance manager of Wolverine Tube, Inc. or one of its subsidiaries, I recognize that employees in these positions hold an important role in corporate governance. I am capable and empowered to ensure that stakeholders' interests are appropriately balanced, protected and preserved. Accordingly, this Code provides principles to which the EMC and financial managers are expected to adhere and advocate. The Code embodies rules regarding individual and peer responsibilities, as well as responsibilities to the Company, the public and other stakeholders.

I hereby certify that I adhere to and advocate the following principles and responsibilities governing my professional and ethical conduct.

To the best of my knowledge and ability:

1. I act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships.

2. I provide constituents with information that is accurate, complete, objective, relevant, timely and understandable, including information that is included in the financial statements and disclosures of reports and documents that the Company files with, or submits to, the Securities and Exchange Commission and in other public communications made by the Company.

3. I comply with rules and regulations of federal, state, provincial and local governments, and other appropriate private and public regulatory agencies.

4. I act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing my independent judgment to be subordinated.

5. I respect the confidentiality of information acquired in the course of my work except when authorized or otherwise legally obligated to disclose. Confidential information acquired in the course of my work is not used for personal advantage.

6. I share knowledge and maintain skills important and relevant to my constituents' needs.

7. I proactively promote ethical behavior as a responsible partner among peers in my work environment and community.

8. I achieve responsible use of and control over all assets and resources employed or entrusted to me.

9. I will promptly report to my manager, the Company's legal department, the Company’s Corporate Human Resource department, a member of the EMC or the independent Compliance Connection hotline, any violation of this code of ethics of which I become aware.

(The Executive Management Committee is the Chief Executive Officer (CEO) and other corporate officers reporting directly to the CEO.)

9.0 Approvals

Date: February 5, 2004 Date: February 5, 2004