Code of Ethics
for Senior Financial Executives

Corporate Governance

(APPROVED DECEMBER 13, 2007)

 
Each Senior Financial Executive is subject to and will comply with each and all of the below items.

1. Adhere at all times and in all situations to the spirit and letter of this Code.
    
2. Comply with the rules and regulations of federal, state, provincial and local governments, and other appropriate private and public regulatory agencies including, without limitation, rules and regulations of the SEC (including those related to SOX) and of the New York Stock Exchange (“NYSE”), all as applicable to his function(s) at Hercules.
    
3. Be honest and ethical in his conduct (including the ethical handling of actual or apparent conflicts of interest), avoid conflicts of interest (including disclosure to the Chair of the Audit Committee and the General Counsel of any material transaction or relationship that reasonably could be expected to give rise to such a conflict or the appearance of such a conflict), and help foster a culture of honesty and accountability.
    
4. Be responsible and provide information for full, fair, accurate, timely, and understandable disclosure in the reports that Hercules files with or submits to the SEC, the NYSE and other regulatory agencies and in other public communications by Hercules.
    
5. Promptly bring to the attention of the Hercules Disclosure Committee any material information of which he may become aware that affects the disclosures made by Hercules in its filings with or submissions to the SEC; and otherwise assist the Hercules Disclosure Committee in fulfilling its responsibilities under Hercules’ financial reporting, disclosure and internal control policies and procedures and assist the Audit Committee in reviewing such matters.
    
6. Promptly bring to the attention of the Audit Committee any information he may have concerning: (A) significant deficiencies in the design or operation of internal controls which could adversely affect Hercules’ ability to record, process, summarize and report financial data or (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Hercules’ financial reporting, disclosures or internal controls.
    
7. Promptly bring to the attention of the General Counsel or the Chief Executive Officer and to the Audit Committee any information he may have concerning: (A) any violation of this Code, the Directors Code of Business Conduct and Ethics or the Hercules Business Practices Policy, including any actual or apparent conflicts of interest, involving any management or other employees who have a significant role in Hercules’ financial reporting, disclosures or internal controls; or (B) evidence of a material violation of the securities or other laws, rules or regulations applicable to Hercules and the operation of its business, by Hercules or any agent thereof.
    
8. Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing his independent judgment to be subordinated.
    
9. Respect the confidentiality of Hercules’ information acquired in the course of his work, except when authorized or otherwise legally obligated to disclose, and not use such information for his advantage or the advantage of members of his immediate family.
    
10. Maintain and share his knowledge and skills with others (including, without limitation, Hercules’ investor relations and legal functions) relevant to Hercules’ needs (including communications to shareholders and other stakeholders of Hercules).
     
11. Responsibly use and control for the benefit of Hercules all assets and resources employed or entrusted to him in the course of performing his functions at Hercules.
     
12. Agree that any changes to, or waivers (including implicit waivers) from, this Code that may be made or granted by the Hercules Board of Directors or the Audit Committee, the date thereof and (if applicable) the name of the Senior Financial Executive(s) to whom the waiver has been granted, will be publicly disclosed as part of a Hercules filing with the SEC on Forms 8-K (in compliance with such form) or as a posting on the “Shareholder Information” section of Hercules’ Internet website (provided Hercules has previously disclosed in its most recently filed annual report on Form 10-K its intention to disclose these events on its Internet website, and its Internet website address.
     
13. Promptly use and encourage others to promptly use the appropriate Hercules’ procedure for any action which is or could be reasonably expected to be a violation of this Code, the Directors Code of Business Conduct and Ethics or of the Hercules Business Practices Policy.