**Exhibit 99.4**

 

 

 

**C****ODE OF****B****USINESS****C****ONDUCT AND****E****THICS**

 

**Formally Approved March 30, 2005**

 

**CANADIANSUPERIOR ENERGY INC.**

 

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**TABLE OF CONTENTS**
|                                                                                |       |
|-------------------------------------------------------------------------------------|------------|
| ** **                                                                          | **Page**   |
|                                                                                |       |
| **CODE OF BUSINESS CONDUCT  AND ETHICS**                                            | **3**      |
|                                                                                |       |
| **SUMMARY OF THE CODE**                                                        | **3**      |
|                                                                                |       |
| **EXPLANATION OF THE CODE**                                                         | **4**      |
|                                                                                |       |
| **1. BUSINESS ETHICS AND  PRACTICES**                                               | ** ** |
|                                                                                |       |
| Protecting Canadian  Superior Assets and Resources                                  | 4          |
| Policy Regarding E-Mail,  the Internet, Telephones and Other Forms of Communication | 4          |
| Media, Public and  Governmental Inquiries                                      | 5          |
| Conflicts of Interest                                                          | 5          |
| Membership on Boards of  Other Organizations                                   | 5          |
| Personal  Opportunities                                                        | 6          |
| Confidential Information                                                            | 6          |
| Accuracy of Books and  Records                                                      | 7          |
| Accounting, Auditing or  Disclosure Concerns                                   | 7          |
|                                                                                |       |
| **2. WORK ENVIRONMENT**                                                             | ** ** |
|                                                                                |       |
| Discrimination and  Harassment Free Environment                                | 8          |
| Safe Working  Conditions                                                       | 8          |
|                                                                                |       |
| **3. LEGAL AND REGULATORY  COMPLIANCE**                                             | ** ** |
|                                                                                |       |
| Compliance with Laws,  Rules and Regulations                              | 9          |
| Securities Laws and  Insider Trading                                           | 9          |
| Fair Dealing                                                                   | 10         |
| Gifts to Persons                                                                    | 10         |
| Gifts from Persons                                                                  | 10         |
|                                                                                |       |
| **COMPLIANCE WITH THE CODE**                                                   | **10**     |
| Reports And Complaints                                                         | 11         |
| Treatment of Reports and Complaints                                                 | 11         |
| Penalties for Violating The Code                                               | 11         |
| Disciplinary Action for Code Violations                                        | 12         |
| Waivers                                                                        | 12         |
|                                                                                |       |
| **LEGAL NOTICE**                                                               | **12**     |

 

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**CODE OFBUSINESS CONDUCT AND ETHICS**

 

***To all Directors,Officers and Employees of Canadian Superior Energy Inc.***

 

This Code of Business Conduct and Ethics (the “Code”)applies to the directors, officers and employees of Canadian Superior EnergyInc. (“Canadian Superior” or the “Corporation”).

 

It has always been the policy at Canadian Superiorthat all our activities should be conducted with the highest standards ofhonesty and integrity and in compliance with all legal and regulatoryrequirements. In varying degrees, as a director, officer or employee of CanadianSuperior, each of us represents the Corporation in our dealings with others,whether they be other employees, customers, suppliers, competitors, governmentsor the general public.

 

At Canadian Superior, we are all expected, asdirectors, officers and employees, to conduct our dealings on behalf of theCorporation in accordance with this policy. So that there can be no doubt as towhat is expected of each of us in this regard, the Board of Directors of CanadianSuperior (the “Board”) has endorsed this Code, which is to be followed by each CanadianSuperior director, officer and employee.

 

**SUMMARY OFTHE CODE**

 

As a director, officer or employee, when acting onbehalf of Canadian Superior you are expected to:

 

1.             Protect the Corporation’s assets, and use them properly andwith care for the benefit of Canadian Superior, and not for personal use.

2.             Use email, the internet, telephone and other forms of communicationprovided by Canadian Superior appropriately, which means primarily forbusiness-related purposes.

3.             Not speak on behalf of Canadian Superior unless authorized todo so.

4.             Avoid situations in which your personal interests conflict ormight conflict with the interests of Canadian Superior.

5.             Obtain permission before joining the board of directors ofanother company or related organization.

6.             Not take personal opportunities discovered by using propertyof Canadian Superior or in your role with Canadian Superior.

7.             Protect the confidentiality of Canadian Superior’s “non-publicinformation”.

8.             Ensure that Canadian Superior’s books and records arecomplete and accurate.

9.             Provide accurate and fair public disclosure.

10.           Investigate and report any accounting, auditing or disclosureconcerns.

11.           Be committed to the prevention of workplace discriminationand harassment.

12.           Be committed to ensuring the health and safety of fellowemployees, officers and directors.

13.           Know and comply with all laws, rules and regulationsapplicable to your position.

14.           Not trade in Canadian Superior securities or any othercompany’s securities if you possess material “non-public information”.

15.           Deal fairly with Canadian Superior’s customers, suppliers andcompetitors.

16.           Not offer expensive gifts or other benefits to persons,including public officials and political parties, that might influence or beperceived as influencing a business decision.

17.           Not accept expensive gifts or other benefits from personsdoing or seeking to do business with Canadian Superior.

 

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**EXPLANATIONOF THE CODE**

 

The Code prescribes the minimum moral and ethicalstandards of conduct required of all directors, officers and employees of CanadianSuperior. Violations of the Code can have severe consequences and will resultin the appropriate discipline being taken, up to and including discharge wherewarranted by the circumstances.

 

An explanation of each of the rules is setforth below. If you are an employee or an officer who has questions regardingthe application of any rule or about the best course of action in aparticular situation, you should seek guidance from your supervisor.

 

**1.****            ****BUSINESS ETHICS ANDPRACTICES**

 

**P****ROTECTING****CANADIAN SUPERIOR********A****SSETS AND****R****ESOURCES**

 

**Canadian Superior assets are to beused only for the purposes of fulfilling your corporate responsibilities.**

 

The Corporation’s assets are meant for business use,not for personal use. We all have a responsibility to protect and safeguard CanadianSuperior’s assets from loss, theft, misuse and waste.

 

The Corporation’s property should never be used forpersonal gain, and you should not allow Canadian Superior’s property to be usedfor illegal activities. If you become aware of theft, misuse or waste of ourassets or funds or have any questions about your proper use of them, you shouldspeak with your supervisor. However, if you feel uncomfortable approaching yoursupervisor with your concern, you may contact Canadian Superior’s President andCEO.

 

Misappropriation of Canadian Superior’s assets is abreach of your duty to the Corporation and may be an act of fraud against theCorporation. Taking the Corporation’s property from Canadian Superiorfacilities without permission is regarded as theft and could result indismissal. In addition, carelessness or waste of Canadian Superior’s assets mayalso be a breach of your duty to the Corporation and could result in dismissal.

 

The Corporation’s assets include all memos, notes,lists, records and other documents (and copies of each of these) that you makeor compile relating to Canadian Superior’s business. All of these are to bedelivered to the Corporation promptly after your employment ceases, or at anytime that Canadian Superior requests.

 

**P****OLICY****R****EGARDING****E-M****AIL****,****THE****I****NTERNET****, T****ELEPHONES AND****O****THER****F****ORMS OF****C****OMMUNICATION**

 

***Use CanadianSuperior’s various forms of communication properly and appropriately.***

 

We provide ouremployees with access to e-mail, the internet, telephones and other forms ofcommunication for business purposes, and while we understand the need forlimited and occasional use of these tools for personal purposes, this useshould not be excessive or cause detriment to Canadian Superior. Internet usemust be conducted in a professional manner. For example, accessing internetsites containing obscene or offensive material, or sending e-mails that arederogatory or harassing to another person or group of people or chain e-mails,is prohibited. In addition, employees must be vigilant to ensure that thenetwork security is maintained. 

 

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**M****EDIA****, P****UBLIC AND****G****OVERNMENTAL****I****NQUIRIES**

 

***Do not speak onbehalf of Canadian Superior unless you are authorized to do so.***

 

As outlined in Canadian Superior’s CorporateDisclosure Policy, we have professionals who are trained and qualified asspokespersons to release information to the public. When members of the media,financial analysts or government authorities contact the Corporation to requestinformation, the response can have far-reaching implications, including effectson Canadian Superior’s stock price and ability to compete. When we provideinformation on the Corporation’s operational strategies or financial results,we must ensure both that the information is accurate and that it is anappropriate time to “go public” with that information.

 

In addition, we must comply with the requirements ofsecurities regulators and stock exchanges about how and when we discloseinformation, and understand that there are strict consequences for doing soimproperly.

 

If you receive a request for information fromoutside the Corporation, you must forward it to the Investor Relations departmentif you are not authorized to speak on behalf of Canadian Superior.

 

**C****ONFLICTS OF****I****NTEREST**

 

***Avoid situationsin which your personal interests conflict, might conflict or might appear toconflict with the interests of Canadian Superior.***

 

As an employee, officer or a director, we expectthat you will act honestly and ethically and in the best interests of CanadianSuperior by avoiding conflicts of interest in your personal and professionalrelationships. While we respect your right to manage your personal affairs andinvestments and we do not wish to intrude on your personal life, CanadianSuperior employees should place the Corporation’s interest in any businesstransaction ahead of any personal interest or gain.

 

As an employee, officer or director, you may have aconflict of interest if you are involved in any activity that prevents you fromperforming your duties to Canadian Superior properly, or that may create asituation that would affect your judgment or ability to act in the bestinterests of Canadian Superior. For example, no employee should have asignificant interest in a business that supplies goods or services to, orsecures goods or services from, Canadian Superior, without receiving approvalof his or her supervisor. Directors should look to the Corporate GovernanceGuidelines for guidance on potential conflict of interest situations.

 

To avoid conflicts of interest, you should identifypotential conflicts when they arise and notify your supervisor if you areunsure whether a relationship or transaction poses a conflict or appears topose a conflict. Your supervisor will be able to clear or resolve certainconflicts, or will be able to contact someone else who can. Directors shouldconsult with the Chairman of the Board.

 

**M****EMBERSHIP ON****B****OARDS OF****O****THER****O****RGANIZATIONS**

 

***If you are anofficer or employee of Canadian Superior, obtain permission before you join theboard of directors of another company or government organization.***

 

Serving as a director of another company, even onein which Canadian Superior has an interest, may create a conflict of interest.Being a director or serving on a standing committee of some organizations,including government agencies, may also create a conflict.

 

Before accepting an appointment to the board or acommittee of any organization whose interests may conflict with CanadianSuperior’s interests, employees must receive written approval from CanadianSuperior’s Chairman.

 

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Employees are permitted, however, to serve on boardsof charities or non-profit organizations or in private family businesses thathave no relation to Canadian Superior and its businesses. Prior approval is notrequired for these types of situations. If you hold a position with a charityor non-profit organization and if you speak publicly for the entity, you shouldensure that you are seen as speaking on behalf of the entity or as anindividual, and not on behalf of Canadian Superior.

 

**P****ERSONAL****O****PPORTUNITIES**

 

***Do not takepersonal opportunities that are discovered through the use of property orinformation of Canadian Superior or in your role with Canadian Superior.***

 

As an employee, officer or director, you areprohibited from taking for yourself opportunities that you discover through theuse of Canadian Superior property, information or position; from using CanadianSuperior property, information or position for personal gain; and fromcompeting with the Corporation. Employees, officers and directors owe a duty toCanadian Superior to advance its legitimate interests when the opportunityarises.

 

**C****ONFIDENTIAL****I****NFORMATION**

 

***Protect theconfidentiality of “non-public information” concerning Canadian Superior.***

 

“Non-public information” is information that is notgenerally available to the investing public through a press release, disclosureto shareholders or widely reported media coverage. The circulation of rumors,or “talk on the street”, even if accurate, is not considered public disclosure.The most common example of “material non-public information” is informationabout earnings or financial performance that has not yet been publiclydisclosed.

 

Except where it is authorized or legally required,all directors, officers and employees must keep confidential, and not use forthemselves or other persons including relatives or friends, all informationconcerning Canadian Superior or its business that is not generally available tothe investing public.

 

Information is considered to be public if it hasbeen disclosed in an annual report, annual information form, managementinformation circular, press release or interim report. The obligation to keepcertain information confidential applies both during appointment or employmentwith Canadian Superior, and after termination of appointment, or employment,including on retirement.

 

***Protect theconfidentiality of “non-public information” about customers and others.***

 

We also respect confidentiality of informationregarding other companies. If you learn of confidential information aboutanother company in the course of your position, you should protect it the sameway that you would protect confidential information about Canadian Superior.Data protection and privacy laws that affect the collection, use and transferof personal customer information are rapidly changing areas of law, and youshould consult with your supervisor if you have any questions regardingappropriate uses of customer information.

 

Disclosure of confidential information can beharmful to Canadian Superior and could be the basis for legal action againstthe Corporation and/or the employee, officer or director responsible for thedisclosure.

 

For more information you should refer to CanadianSuperior’s Corporate Disclosure Policy.

 

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**A****CCURACY OF****B****OOKS AND****R****ECORDS**

 

***Ensure that thebooks and records of Canadian Superior are complete and accurate.***

 

The books and records of Canadian Superior mustreflect in reasonable detail all its transactions in a timely and accuratemanner in order to, among other things, permit the preparation of accuratefinancial statements in accordance with generally accepted accountingprinciples. All assets and liabilities of Canadian Superior must be recorded asnecessary to maintain accountability for them.

 

All business transactions must be properlyauthorized. All transactions must be supported by accurate documentation inreasonable detail and recorded properly. The recorded value for assets must becompared to the existing assets at reasonable intervals and appropriate actiontaken with respect to any differences.

 

No information may be concealed from the auditors,the internal audit function, the Audit Committee or the Board.

 

Inaddition, it is unlawful to fraudulently influence, coerce, manipulate ormislead any independent public or certified accountant who is auditing ourfinancial statements.

 

**A****CCOUNTING****, A****UDITING OR****D****ISCLOSURE****C****ONCERNS**

 

***Provide accurateand fair public disclosure.***

 

We are required to provide full, fair, accurate,timely and understandable disclosure in reports and documents that we filewith, or submit to, the Securities and Exchange Commission (SEC), the OntarioSecurities Commission (OSC) and other Canadian securities regulators, theToronto Stock Exchange (TSX) and the American Stock Exchange (AMEX), as well asin other public communications made by Canadian Superior. All employees who areresponsible for the preparation of Canadian Superior public disclosures, or whoprovide information as part of the process, have a responsibility to ensurethat disclosures and information are made honestly, accurately and in compliancewith Canadian Superior’s disclosure controls and procedures.

 

We all have a responsibility to submit good faith questions andconcerns regarding accounting, auditing or disclosure matters. Complaints andconcerns related to such matters include, among others, actions involving:

 
| (a)    | fraud or deliberate  errors in the preparation, maintenance, evaluation, review or audit of any  financial |
|--------|------------------------------------------------------------------------------------------------------------|
|   | statement or  financial record;                                                                            |
|   |                                                                                                       |
| (b)    | deficiencies in, or  noncompliance with, internal accounting controls;                                     |
|   |                                                                                                       |
| (c)    | misrepresentation or  false statements to or by a senior officer or accountant regarding a matter          |
|   | contained in the  financial records, financial reports or audit reports; or                                |
|   |                                                                                                       |
| (d)    | deviations from full  and fair reporting of Canadian Superior’s financial condition.                  |

 

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**2.****            ****WORK ENVIRONMENT**

 

**D****ISCRIMINATION AND****H****ARASSMENT****F****REE****E****NVIRONMENT**

 

***Canadian Superiorhas zero tolerance for workplace discrimination and harassment, and alldirectors, officers and employees must be committed to preventing aninhospitable work environment.***

 

All directors, officers and employees must ensurethat Canadian Superior is a safe and respectful environment, free ofdiscrimination and harassment where high value is placed on equity, fairnessand dignity. Harassment on the basis of race, gender, sexual orientation,colour, national or ethnic origin, religion, marital status, family status,citizenship status, veteran status, age or disability is prohibited. Harassmentgenerally means offensive verbal or physical conduct that singles out a personto the detriment or objection of that person. Harassment covers a wide range ofconduct, from direct requests of a sexual nature to insults, offensive jokes orslurs, which results in an inhospitable work environment. Harassment may occurin a variety of ways and may, in some circumstances, be unintentional.Regardless of intent, such conduct is not acceptable and may also constitute aviolation of human rights legislation.

 

No officer or employee may harass another employee,customer, vendor, supplier, visitor or any other person on Canadian Superior’spremises or while doing its business regardless of location.

 

**S****AFE****W****ORKING****C****ONDITIONS**

 

***We are committedto ensuring the health and safety of our employees.***

 

We all have the right to work in an environment thatis safe and healthy. In this regard, we must:

 
| (a)                                                                                               | comply strictly with  the letter and spirit of applicable occupational, health and safety laws and  the public policies they represent; |
|---------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                              |                                                                                                                                    |
| (b)                                                                                               | follow work  instructions or procedures on health and safety laws;                                                                      |
|                                                                                              |                                                                                                                                    |
| (c)                                                                                               | not engage in  illegal or dangerous behaviors; and                                                                                      |
|                                                                                              |                                                                                                                                    |
| (d)                                                                                               | not possess or use  weapons or firearms or any type of combustible materials in Canadian  Superior’s facilities or at Canadian     |
| Superior-sponsored  functions unless you are authorized by Canadian Superior or the law to do so. |

 

Canadian Superior has zerotolerance for acts of violence, threats of violence, acts of intimidation andhostility towards another person or group of persons. Promptly report to yoursupervisor or in accordance with the Reports and Complaints section of thisCode, any accident, injury or unsafe equipment, practices or conditions,violent behavior or weapons possession. 

 

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**3.****            ****LEGAL AND REGULATORYCOMPLIANCE**

 

**C****OMPLIANCE WITH****L****AWS****, R****ULES AND****R****EGULATIONS**

 

***Know and complywith all laws, rules and regulations applicable to your position.***

 

Many of Canadian Superior’s activities are subjectto complex and changing laws, rules and regulations. Ignorance of the lawis not, in general, a defense to an action for contravention. We expectdirectors, officers and employees to make every reasonable effort to becomefamiliar with laws, rules and regulations affecting their activities andto exert due diligence in complying with these laws, rules and regulationsand, to ensure that those individuals reporting to them are also aware of theselaws, rules and regulations. Our objective is to restrict willful ornegligent violations of these laws, rules and regulations.

 

We will make information concerning applicable laws,rules and regulations available to directors, officers and employees. Ifyou have any doubts as to the applicability of any law, you should refer thematter to your supervisor who may obtain advice from Canadian Superior’sCounsel. Directors should seek guidance in accordance with the CorporateGovernance Guidelines.

 

Canadian Superior’s policy is to meet or exceed allapplicable governmental requirements regarding its activities. As an employee,you must be aware of the applicable governmental requirements and report anyviolations thereof to your supervisors or in accordance with the Reports andComplaints section of this Code. Similarly, no employee, officer or directormay enter into any arrangement contrary to applicable requirements or laws.

 

**S****ECURITIES****L****AWS AND****I****NSIDER****T****RADING**

 

***Do not trade in CanadianSuperior securities if you possess material “non-public information”. If youhave material information about a company with which Canadian Superior doesbusiness that is not known to the investing public, you should not buy or sellsecurities of that company until after the information has become public.***

 

Information about Canadian Superior is “material”:

 

(a)           if publicly known, results in or would reasonably be expectedto result in a significant change in the market price or value of any CanadianSuperior securities; or

 

(b)           if there is a substantial likelihood that a reasonableshareholder or investor would consider it important in making a decision tobuy, sell or hold Canadian Superior securities.

 

If you are not sure whether information is materialor “non-public”, consult with Canadian Superior’s President and CEO forguidance before engaging in any transaction in Canadian Superior securities.

 

You are also prohibited from disclosing material “non-publicinformation” about Canadian Superior to other people, such as relatives orfriends, who may trade on the basis of the information. Securities laws alsoprohibit trades made on the basis of these “tips”. In addition, you shouldavoid trading in puts and calls relating to Canadian Superior securities.

 

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**F****AIR****D****EALING**

 

***Deal fairly with CanadianSuperior’s customers, suppliers and competition.***

 

You must endeavor to deal fairly withsecurityholders, Canadian Superior’s customers, suppliers, competitors andemployees, and should not take unfair advantage of anyone through manipulation,concealment, abuse of privileged information, misrepresentation of materialfacts, or any other unfair-dealing practice.

 

**G****IFTS TO****P****ERSONS**

 

***Use your bestjudgment in giving and receiving gifts.***

 

Directors, officers and employees should not offerexpensive gifts or other benefits to persons, including public officials andpolitical parties, that might influence or be perceived as influencing abusiness decision.

 

Employees whose duties permit them to do so, such asemployees in marketing, may offer modest gifts, entertainment or other benefitsto persons who have a business relationship with the Corporation. The benefitsmust be given in accordance with generally accepted ethical business practices.For example, it is acceptable to take a customer to dinner but it is notacceptable to give a customer cash.

 

Any donation or benefit to a public official orpolitical party must be in accordance with Canadian Superior’s Code. Weencourage you to become involved in political activity acting on your ownbehalf, but not as a representative of Canadian Superior.

 

**G****IFTS FROM****P****ERSONS**

 

***Directors,officers and employees must not accept expensive gifts or other benefits frompersons doing or seeking to do business with Canadian Superior.***

 

As a director, officer or employee, you cannotsolicit, encourage or receive bribes or other payments, contributions, gifts orfavors that could influence your or another person’s decisions. It isacceptable to accept modest gifts, entertainment or other benefits from personsdoing or seeking to do business with Canadian Superior, provided the benefitsare given in accordance with generally accepted ethical business practices.

 

For example, a pair of tickets to a baseball gamemay be accepted from a supplier. However, it is not appropriate to accept atrip from a supplier, unless there is a specific business purpose and the triphas been approved by the head of the employee’s department.

 

**COMPLIANCEWITH THE CODE**

 

Each director, officer and employee of CanadianSuperior will be provided with a copy of the Code.

 

The Code is intended to serve as a guide for yourown actions and decisions and for those of your co-workers.

 

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**R****EPORTS****A****ND****C****OMPLAINTS**

 

As an employee, if you believe that a violation ofthe Code or any law, rule or regulation has been or is likely to becommitted by you or someone else who is a representative of Canadian Superior,you have an obligation to promptly report the relevant information to yoursupervisor, since your supervisor will generally be in the best position toresolve the issue. However, if you feel uncomfortable approaching yoursupervisor with your concern, or if you have any specific or general questions,you may contact Canadian Superior’s President and CEO.

 

If you believe it is inappropriate to raise yourcomplaint or report of a violation with either your supervisor or the Presidentand CEO, you can write to the Chairperson of the Audit Committee (for issuesrelated to accounting controls, auditing or disclosure) or the Chairperson ofthe Board (for all other types of issues such as harassment or discrimination,misuse of the internet, conflicts of interest or inappropriate gift giving orreceiving).

 

Directors should promptly report violations to theChairperson of the Board, or to the relevant committee Chairperson.

 

Directors, officers and employees can raise concernseither orally or in writing although reports to the Chairpersons of the Boardor of the committees can only be made in writing.

 

The most important thing to remember when dealingwith these types of questions or concerns is: When in doubt, ask.

 

**T****REATMENT OF****R****EPORTS AND****C****OMPLAINTS**

 

Confidentiality of reported violations will bemaintained to the fullest extent possible, consistent with the need to conductan adequate review and subject to law. You may make a report anonymously, inwhich case you should write a letter and include as specific details aspossible, including back-up documentation where feasible, in order to permitadequate investigation of the concern or conduct reported. Vague, non-specificor unsupported allegations are inherently more difficult to pursue.

 

The party receiving the complaint must make a recordof its receipt, document how the situation was dealt with and file a reportwith Canadian Superior’s President and CEO. The President and CEO will retainall such reports, but will also maintain a separate log that will track thereceipt, investigation and resolution of reported complaints specificallyrelated to accounting controls, auditing and disclosure matters. Based on thislog, the President and CEO will periodically compile a comprehensive summary ofall of these types of complaints and the corrective actions taken and willbring the summary to the attention of the Chairperson of the Audit Committeefor his or her review, since the Chairperson of the Audit Committee isultimately responsible for Canadian Superior’s compliance with the accounting,auditing and disclosure-related aspects of the Code.  The President and CEO will bring any othercomplaints or reported violations that are not related to accounting controls,auditing or disclosure but are significant to the attention of the Chairpersonof the Governance and Nominating Committee.

 

**P****ENALTIES FOR****V****IOLATING THE****C****ODE**

 

Retaliation is prohibited. We want you to know thatwe will not discharge, demote or suspend you if you, in good faith, bringforward concerns about actual or potential violations of laws, rules orregulations, or the Code. However, we reserve the right to discipline you ifyou make an accusation without a reasonable, good faith belief in the truth andaccuracy of the information or if you knowingly provide or make falseinformation or accusations. “Good faith” does not mean that you have to beright - but it does mean that you must believe you are providing truthfulinformation.

 

Ifyou believe that you have been unfairly or unlawfully retaliated against, youmay file a complaint with your supervisor or Canadian Superior’s President andCEO.

 

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** **

**D****ISCIPLINARY****A****CTION FOR****C****ODE****V****IOLATIONS**

 

We will impose discipline for each Code violationthat fits the nature and particular facts of the violation. If you fail tocomply with laws or regulations governing Canadian Superior’s businesses, thisCode or any other Canadian Superior policy or requirement, you may bedisciplined up to and including immediate termination, and if warranted, legalproceedings may be brought against you. 

 

**W****AIVERS**

 

Waivers of the Code for employees may be grantedonly in writing by Canadian Superior’s President and CEO. Any waiver of theCode for Canadian Superior executive officers or directors may only be made inwriting by the Board or the Governance and Nominating Committee and will bepromptly disclosed to shareholders to the extent required by law, regulation orstock exchange requirement.

 

**LEGALNOTICE**

 

This Code serves as a reference to you. CanadianSuperior reserves the right to modify, suspend or revoke this Code and any andall policies, procedures, and programs in whole or in part, at any time. CanadianSuperior also reserves the right to interpret and amend this Code and thesepolicies in its sole discretion as it deems appropriate. Any amendments to theCode will be disclosed and reported as required by law.

 

Neither this Code, these policies nor any statementsmade by any employee of Canadian Superior, whether oral or written, confer anyrights, privileges or benefits on any employee, create an entitlement tocontinued employment at Canadian Superior, establish conditions of employment,or create an express or implied employment contract of any kind betweenemployees and Canadian Superior. In addition, all employees should understandthat this Code does not modify their employment relationship, whether at willor governed by a written contract.

 

Theversion of the Code that appears online at *www.cansup.com*may be more current and up to date and supersedes any paper copies, shouldthere be any discrepancy between paper copies and what is posted online.

 

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