**Exhibit 11.3**

 

**Danaos Corporation**

**Code of Ethics forDirectors**

Danaos Corporation (the “Company”) is committed to the higheststandards of ethical business conduct In order to further its core purpose, theBoard of Directors has adopted this Code of Ethics (the “Code”) as a set ofguidelines for our directors, intended to promote ethical behavior and toprovide guidance to help directors recognize and deal with ethical issues.

The business of the Company is managed under the direction of the Boardof Directors and the various committees thereof. The basic responsibility ofthe directors is to exercise their business judgment in carrying out theirresponsibilities in a manner that they reasonably believe to be in the bestinterest of the Company and its stockholders. The Board of Directors is notexpected to assume an active role in the day-to-day operational management ofthe Company.

·                 Conflictsof Interest.  Directors shouldendeavor to avoid actual or apparent conflicts of interest with the Company inpersonal and professional relationships. Generally speaking, a conflict ofinterest occurs when a director’s or a director’s immediate family’s personalinterest interferes, has the potential to interfere, or appears to interferematerially with: (a) the interests or business of the Company; or (b) theability of the director to carry out his or her duties and responsibilities. Adirector should disclose to the Board any transaction or relationship that thedirector reasonably expects could give rise to an actual or apparent conflictof interest with the Company.

·                 CorporateOpportunities.  In carrying out theirduties and responsibilities, directors should endeavor to advance thelegitimate interests of the Company when the opportunity to do so arises.Directors should endeavor to avoid: (a) taking for themselves personallyopportunities that are discovered in carrying out their duties andresponsibilities; (b) using Company property or information, or their positionas directors, for personal gain; and (c) competing with the Company, in eachcase, to the material detriment of the Company. Whether any of the foregoingactions is to the material detriment of the Company will be determined by theBoard based on all relevant facts and circumstances, including in the case of(a), whether the Company has previously declined to pursue such proposedcorporate opportunity for its own benefit.

·                 Confidentiality.  Directors should observe the confidentialityof information that they acquire incarrying out their duties and responsibilities, including confidentialinformation concerning customers entrusted to the Company, except wheredisclosure is approved by the Company or legally mandated. Confidentialinformation includes, but is not limited to, all non-public information thatmight be of use to competitors, or harmful to the Company or its customers, ifdisclosed. Of special sensitivity is financial information, which should underall circumstances be considered confidential except where its disclosure isapproved by the Company or when the information has been publicly disseminated.

·                 Fair Dealing.  Incarrying out their duties and responsibilities and setting the general policies pursuant to which theCompany operates, Directors should endeavor to promote fair dealing by theCompany and its employees and agents with customers, suppliers, competitors andemployees.

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·                 Protectionand Proper Use of Company Assets. Directors should endeavor to promote the responsible use and control ofthe Company’s assets and resources by the Company and its employees. Companyassets, such as information, materials, supplies, intellectual property,facilities, software, and other assets owned or leased by the Company, or thatare otherwise in the Company’s possession, should be used only for legitimatebusiness purposes of the Company.

·                 Compliancewith Laws, Rules and Regulations.  Incarrying out their duties and responsibilities, directors should endeavor tocomply, and to cause the Company to comply, with applicable governmental laws,rules and regulations. In addition, each director should bring to the attentionof the Company’s chief executive officer any information known to the directorthat he or she believes constitutes evidence of a material violation of thesecurities or other laws, rules or regulations applicable to the Company andthe operation of its business, by the Company, any employee or anotherdirector.

·                 Encouragingthe Reporting of Illegal or Unethical Behavior.  Directors should endeavor to cause theCompany to proactively promote ethical behavior and to encourage employees toreport evidence of illegal or unethical behavior to appropriate Companypersonnel.

·                 InsiderTrading.  Directors should observeCompany policies applicable to them with respect to the purchase and sale ofcapital stock of the Company by individuals who may be in possession ofmaterial inside information with respect to the Company from time to time.

·                 PersonalLoans to Executive Officers or Directors. U.S. securities laws prohibit the Company from, directly or indirectly(including through subsidiaries), (a) extending or arranging for the extensionof personal loans to its directors and executives officers and (b) renewing ormaterially modifying existing loans to such persons.  Directors shall not seek or facilitatepersonal loans from the Company in contravention of the foregoing.

Directors are expected to adhere to this Code. It is the responsibilityof each director to become familiar with and understand this Code, seek furtherexplanation and advise concerning the interpretation and requirements of thisCode, as well as any situation which appears to be in conflict with it. TheBoard of Directors shall determine appropriate actions to be taken in the eventof violations of this Code.

Any waiver of or amendment to, the requirements of this Code may onlybe authorized by the Board of Directors, and will be subject to publicdisclosure to the extent required by law or the listing standards of the NewYork Stock Exchange.

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