- instances of corporate fraud;
- conflicts of interest;
- weakness in internal accounting controls;
- questionable financial, accounting or auditing practices; and/or
- any violation of State or Federal law.

Company policy and federal legislation protect employees of publicly traded companies who report evidence of such alleged misconduct from being discharged, demoted, suspended, threatened, harassed or discriminated against on account of such report. Further, we encourage each employee to help maintain the integrity of our Company by reporting any misconduct which they encounter.

Any employee who wishes to report evidence of misconduct should send a written communication to Headwaters’ General Counsel or directly to the Chairman of the Audit Committee of the Board of Directors. This communication can be anonymous, at the employee’s discretion; however, reporting individuals are encouraged to establish a dialog with either general counsel or the audit committee in order to assure that their concern is properly conveyed and to provide any additional information that may be required. Employees are encouraged to provide as much specific information as possible including names, dates, places, events that took place, and the employee’s perception of why the incident(s) may be misconduct. The Audit Committee will document and investigate all communications received and take actions as they deem appropriate to resolve the issue.

Contact:
General Counsel
Headwaters Incorporated
10653 S. River Front Parkway, Suite 300
South Jordan, UT 84095
(801) 984-9400

Or mail or e-mail directly to:
R. Sam Christensen
Chairman of the Headwaters Incorporated Audit Committee
PO Box 5100
La Quinta, CA 92248
headwaters-hotline@blackbearventures.com