Honesty, integrity and fair treatment of our own associates, our customers and our suppliers have been the basic principles of the business ever since the day I opened the first Limited store in 1963. I have always insisted that we conduct our business according to ethical standards that all of us could point to with pride. In a very real sense, the company has been an extension of our long-standing commitment to the idea that success requires every person associated with us be treated fairly, and that every product we offer the public be of the highest quality.

I am determined that The Limited, Inc. conduct its business in accordance with high ethical standards. The demands of our customers for diverse and affordable merchandise of the highest quality can only be met by the development of a sourcing base that is increasingly flexible, diverse and global in scope. The continued growth and internationalization of our activities will inevitably present challenges to the principles that we hold most dear.

All of our associates are expected to support actively our principles through two concurrent activities: first, we must be advocates of those standards to our vendors and their subcontractors, and encourage the development of a supplier base that constantly seeks to improve its quality and work conditions. Second, we must vigilantly guard against violations of the letter or spirit of our principles.

It's important that every associate understand the policy that guides our relationships with vendors and their subcontractors, as outlined in this booklet. Our relationships with others say a great deal about us, our values and our standards. We all share a responsibility for improving the world in which we live, and it is up to each one of us to implement our standards, and to create greater quality and greater opportunity in every community in which we live and work.

Thank you for your participation in this ongoing effort.

The Limited, Inc.'s vendor policy is quite simple: we will actively seek and favor suppliers whose standards are compatible with our own, and we will not do business with companies or individuals that do not meet those standards.

Our policy consists of three components:

1) Principles

2) Education

3) Enforcement

Principles

We expect our suppliers to comply with all applicable laws, regulations and industry standards. Period.

We also expect our suppliers and subcontractors to

• Promote an environment of dignity, respect and opportunity;
• Provide safe and healthy working conditions;
• Offer fair compensation through wages and other benefits;
• Hire workers of legal age, who accept employment on a voluntary basis;
• Maintain reasonable work hours.

Finally, we require that all suppliers be particularly vigilant about compliance with country of origin and other requirements of the U.S. Customs Service and related agencies, and with all similar requirements of other applicable jurisdictions.

Education

We take our responsibilities as a corporate citizen very seriously, and we act decisively to ensure that our policies and standards are understood and adhered to by all those with whom we do business.

We insist that all associates who come into contact with our suppliers be sensitive to our concerns, and are therefore required as a matter of job description to report anything they observe or discover that indicates our standards are not being met. We encourage compliance with our standards through the maintenance of an ongoing list of suppliers who consistently meet our expectations. This list of "preferred suppliers" is regularly updated and supplied to all of our businesses when they are seeking to source new contracts.

Each of us is expected to be an active proponent of our principles, as each of us must prove what we stand for by our actions. Every associate with a responsibility for vendor relationships is asked to acknowledge, in writing, that he or she understands our standards and principles, and can then act as an active participant in their implementation.

In addition to our internal education procedures, we share our policies with every direct vendor and supplier and expect them to share the policy with their subcontractors. Each of them is required to acknowledge our policies and standards. While we recognize that local customs and values profoundly influence individual judgments in many areas covered by these standards, we also support the work of inter national agencies and organizations that seek to develop internationally recognized standards for labor practices and business conduct.

Enforcement

We will hold our vendors responsible for the work they do for us, or subcontract on our behalf. Given the size of our business, we recognize that it's difficult to live up to our expectations. In any year we purchase billions of dollars' worth of apparel and other products for our stores from hundreds of suppliers in the U.S. and around the world. We make it clear to everyone with whom we work that we expect them to comply with all applicable laws and regulations, as well as our broader business standards. But some violations are always a possibility.

The size of the task will not deter us from working to enforce our principles. That's why we require our suppliers to keep detailed and accurate records, and to permit our quality assurance and internal audit teams to make both regular and unannounced on-site inspections of their facilities. These teams regularly review compliance with our policy as part of their factory evaluation and qualifications inspections, and our suppliers are expected to replicate these efforts throughout their supply base. Sup pliers periodically are required to certify their compliance, and the compliance of their subcontractors, with this policy. And every supplier with which we do business must agree to our requirements as a legal part of every job order or contract signed with us.

A violation of the letter or spirit of our policies constitutes a breach of our relation ship, which may result in

* Cancellation of orders;

* Termination of our business relationship;

* Notification of responsible authorities.