THE INTERGROUP CORPORATION
CODE OF ETHICS
SENIOR FINANCIAL OFFICERS
This Code of Ethics applies to The InterGroup Corporation ("InterGroup"
or the "Company") Senior Financial Officers. "Senior Financial Officers" shall include the principal executive
officer, the principal accounting officer or controller, or persons performing similar functions, including InterGroup's President
and Chief Executive Officer, Chief Financial Officer, Treasurer, Controller, Vice President, the Company’s Board of Directors
and such other individuals as determined from time to time by the Audit Committee of the Company for purposes of this Code of Ethics.
The Company expects all employees, in carrying out their job responsibilities, to act in accordance with the highest standards
of personal and professional integrity, to comply with all applicable laws, and to abide by InterGroup's other corporate policies
and procedures adopted from time to time by the Company. This Code of Ethics supplements the foregoing with respect to all Senior
InterGroup's Senior Financial Officers will:
1. Engage in and promote honest and ethical
conduct, acting with integrity and exercising at all times their best independent judgment;
2. Avoid actual or apparent conflicts of
interest between personal and professional relationships and disclose to the Company's Audit Committee and counsel any material
transaction or relationship that reasonably could be expected to give rise to such a conflict;
3. Produce full, fair, accurate, timely
and understandable disclosure in reports and documents that InterGroup files with, or submits to, the Securities and Exchange Commission
and in other public communications made by InterGroup;
4. Comply with applicable governmental laws,
rules and regulations, as well as the rules and regulations of self-regulatory organizations of which InterGroup is a member;
5. Maintain the confidentiality of Company
information, except when authorized or otherwise required to make any disclosure, and avoid the use of any Company information
for personal advantage;
6. Promote ethical and honest behavior among
employees under your supervision; and
7. Promptly report any possible violation
of this Code of Ethics to the Audit Committee and the Company's counsel.
All Senior Financial Officers are prohibited from directly or
indirectly taking any action to coerce, manipulate, mislead or fraudulently influence InterGroup's independent public accountant
engaged in the performance of an audit or review of the financial statements of the Company for the purpose of rendering the financial
statements of InterGroup misleading.
The Audit Committee of the Board of Directors shall approve
any waiver or amendment of this Code of Ethics, and any such waiver or amendment shall be disclosed promptly as required by law
and SEC regulations.
All Senior Financial Officers will be held accountable for their
adherence to this Code of Ethics. Failure to observe the terms of this Code of Ethics may result in disciplinary action, up to
and including termination of employment. Violations of this Code of Ethics may also constitute violations of law, and may result
in civil and criminal penalties for the individual, his or her supervisor and/or InterGroup.
If a Senior Financial Officer has any questions regarding the
best course of action in a particular situation, he or she should promptly contact the Chairman of the Audit Committee or the Company's
counsel. An individual may choose to remain anonymous in reporting any possible violation of this Code of Ethics.