<PAGE>

                                                                      Exhibit 14

                                ENERGYSOUTH, INC.
                       CODE OF BUSINESS CONDUCT AND ETHICS

INTRODUCTION

         This Code of Business Conduct and Ethics covers a wide range of
business practices and procedures. It does not cover every issue that may arise,
but it sets out basic principles to guide all directors, officers and employees
of EnergySouth, Inc. and its subsidiaries (collectively referred to as the
"Company"). All of our directors, officers and employees must conduct themselves
accordingly and seek to avoid even the appearance of improper behavior. The Code
should also be provided to and followed by the Company's agents and
representatives, including consultants.

         If a law conflicts with a policy in this Code, you must comply with the
law; however, if a local custom or policy conflicts with this Code, you must
comply with the Code. If you have any questions about these conflicts, you
should ask your supervisor how to handle the situation.

         Those who violate the standards in this Code will be subject to
disciplinary action, up to dismissal for cause. If you are in a situation which
you believe may violate or lead to a violation of this Code, follow the
guidelines described in Section 14 of this Code Violation of this Code will be
enforced by the same mechanisms as other violations of applicable duties or
Company standards.

1.       COMPLIANCE WITH LAWS, RULES AND REGULATIONS

         Obeying the law, both in letter and in spirit, is the foundation on
which this Company's ethical standards are built. All employees must respect and
obey the laws of the cities in which we operate, the State of Alabama and the
United States of America. Although not all employees are expected to know the
details of these laws, it is important to know enough to determine when to seek
advice from supervisors, managers or other appropriate personnel.

         The Company holds information and training sessions to promote
compliance with laws, rules and regulations, including insider-trading laws.

2.       CONFLICTS OF INTEREST

         A "conflict of interest" exists when a person's private interest
interferes in any way with the interests of the Company. A conflict situation
can arise when an employee, officer or director takes actions or has interests
that may make it difficult to perform his or her Company work objectively and
effectively. Conflicts of interest may also arise

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when an employee, officer or director, or members of his or her family or
friends, receive improper personal benefits as a result of his or her position
in the Company. Loans to officers are subject to prohibitions under federal law,
and loans by the Company to, or guarantees by the Company of obligations of,
directors, officers, employees or their family members may create conflicts of
interest.

         It is almost always a conflict of interest for a Company officer,
director or employee to be simultaneously employed by the Company and a
competitor, customer or supplier. As an officer, you are not allowed to work for
a competitor as a consultant or board member. The best policy is to avoid any
direct or indirect business connection with our customers, suppliers or
competitors, except on our behalf.

         Conflicts of interest are prohibited as a matter of Company policy,
except as approved by the Board of Directors. Conflicts of interest may not
always be clear-cut, so if you have a question, you should consult with higher
levels of management or the Company's General Counsel. Any employee, officer or
director who becomes aware of a conflict or potential conflict must bring it to
the attention of a supervisor, manager or other appropriate personnel or consult
the procedures described in Section 14 of this Code.

3.       INSIDER TRADING

         The Company's Board of Directors has formalized the Company's insider
trading policy. The policy is described in the EnergySouth, Inc. Policy
Statement on Insider Trading dated July 26, 2002, a copy of which is attached as
Appendix A.

4.       CORPORATE OPPORTUNITIES

         Employees, officer and directors are prohibited from taking for
themselves personally opportunities that are discovered through the use of
corporate property, information or position without the consent of the Board of
Directors. No officer, director or employee may use corporate property,
information, or position for improper personal gain, and no officer, director or
employee may compete with the Company directly or indirectly. Employees,
officers and directors owe a duty to the Company to advance its legitimate
interests when the opportunity to do so arises.

5.       COMPETITION AND FAIR DEALING

         We seek to outperform our competition fairly and honestly. We seek
competitive advantages through superior performance, never through unethical or
illegal business practices. Stealing or appropriating proprietary information,
possessing trade secret information that was obtained without the owner's
consent, or inducing such disclosures by past or present employees of other
companies is prohibited. Each officer, director or employee should endeavor to
respect the rights of and deal fairly with the Company's

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customers, suppliers, competitors and employees. No employee should take unfair
advantage of anyone through manipulation, concealment, abuse of privileged
information, misrepresentation of material facts, or any other intentional
unfair-dealing practice.

         To maintain the Company's valuable reputation, compliance with our
quality processes and safety requirements is essential. In the context of
ethics, quality requires that our products and services be designed and
manufactured to meet our obligations to customers. All inspection and testing
documents must be handled in accordance with all applicable laws, rules and
regulations.

         The purpose of business entertainment and gifts in a commercial setting
is to create good will and sound working relationships, not to gain unfair
advantage with customers. No gift or entertainment should ever be offered,
given, provided or accepted by any Company employee, family member of an
employee or agent unless it: (1) is not a cash gift, (2) is consistent with
customary business practices, (3) is not excessive in value, (4) cannot be
construed as a bribe or payoff and (5) does not violate any laws or regulations.
Please discuss with your supervisor any gifts or proposed gifts which you are
not certain are appropriate.

6.       DISCRIMINATION AND HARASSMENT

         The diversity of the Company's employees is a tremendous asset. We are
firmly committed to providing equal opportunity in all aspects of employment and
will not tolerate any illegal discrimination or harassment of any kind. Examples
include derogatory comments based on racial or ethnic characteristics and
unwelcome sexual advances.

7.       HEALTH AND SAFETY

         The Company strives to provide each employee with a safe and healthful
work environment. Each employee has responsibility for maintaining a safe and
healthy workplace for all employees by following safety and health rules and
practices and reporting accidents, injuries and unsafe equipment, practices or
conditions promptly.

         Violence and threatening behavior are not permitted. Employees should
report to work in condition to perform their duties, free from the influence of
illegal drugs or alcohol. The use of alcohol or illegal drugs in the workplace
will not be tolerated.

8.       RECORD-KEEPING

         The Company requires honest and accurate recording and reporting of
information in order to make responsible business decisions. For example, only
the true and actual number of hours worked should be reported.

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         Many employees regularly use business expense accounts, which must be
documented and recorded accurately. If you are not sure whether a certain
expense is legitimate, ask your supervisor or the Controller. Written guidelines
are available from the Accounting Department.

         All of the Company's books, records, accounts and financial statements
must be maintained in reasonable detail, must appropriately reflect the
Company's transactions and must conform both to applicable legal requirements
and to the Company's system of internal controls. Unrecorded or "off the books"
funds or assets must not be maintained unless fully disclosed to the Board of
Directors and as permitted by applicable law or regulation.

         Business records and communications often become public, and we should
avoid exaggeration, derogatory remarks, guesswork, or inappropriate
characterizations of people and companies that can be misunderstood. This
applies equally to e-mail, internal memos, and formal reports. Records should
always be retained or destroyed according to the Company's record retention
policies. In accordance with those policies, in the event of litigation or
governmental investigation please consult the Company's General Counsel.

         Employees, officers and directors involved with the preparation and
dissemination of reports and documents filed with or submitted to the Securities
and Exchange Commission and other public communications by the Company are
responsible for providing full, fair, accurate, timely, and understandable
disclosure in such reports and documents.

9.       CONFIDENTIALITY

         Employees must maintain the confidentiality of confidential information
entrusted to them by the Company or its customers, except when disclosure is
authorized by the General Counsel or required by laws or regulations.
Confidential information includes all non-public information that might be of
use to competitors, or harmful to the Company or its customers, if disclosed. It
also includes information that suppliers and customers have entrusted to us. The
obligation to preserve confidential information continues even after employment
ends.

10.      PROTECTION AND PROPER USE OF COMPANY ASSETS

         All employees should endeavor to protect the Company's assets and
ensure their efficient use. Theft, carelessness, and waste have a direct impact
on the Company's profitability. Any suspected incident of fraud or theft should
be immediately reported to appropriate Company supervisory personnel for
investigation. Company equipment should not be used for non-Company business.
Incidental personal use may be permitted with prior approval of your supervisor,
manager or other appropriate personnel.

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         The obligation of employees to protect the Company's assets includes
its proprietary information. Proprietary information includes intellectual
property such as unique Company business practices or procedures, trade secrets,
patents, trademarks, and copyrights, as well as business, marketing and service
plans, engineering and manufacturing ideas, designs, databases, records, salary
information and any unpublished financial data and reports. Unauthorized use or
distribution of this proprietary information would violate Company policy. It
could also be illegal and result in civil or even criminal penalties.

11.      PAYMENTS TO GOVERNMENT PERSONNEL

         The U.S. government has a number of laws and regulations regarding
business gratuities which may be accepted by U.S. government personnel. The
promise, offer or delivery to an official or employee of the U.S. government of
a gift, favor or other gratuity in violation of these rules would not only
violate Company policy but could also be a criminal offense. State and local
governments have similar rules. The Company's General Counsel can provide
guidance to you in this area.

12.      WAIVERS OF THE CODE OF BUSINESS CONDUCT AND ETHICS

         Any waiver of this Code for executive officers or directors may be made
only by the Board of Directors and will promptly be disclosed as required by law
or stock exchange regulation.

13.      REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR OR VIOLATIONS OF THIS CODE

         Employees are required to promptly talk to supervisors, managers or
other appropriate personnel about observed illegal or unethical behavior or any
violation of this Code and when in doubt about the best course of action in a
particular situation. Officers are required to promptly discuss such matters
with appropriate executive officers, and Directors are required to promptly
discuss such matters with the Chief Executive Officer or the Chairman of the
Board. It is the policy of the Company not to allow retaliation for reports of
misconduct by others made in good faith by employees. Employees, Officers and
Directors must cooperate in internal investigations of suspected or alleged
misconduct.

14.      COMPLIANCE PROCEDURES

         We must all work to ensure prompt and consistent action against
violations of this Code. However, in some situations it is difficult to know
right from wrong. Since we cannot anticipate every situation that will arise, it
is important that we have a way to approach a new question or problem. These are
the steps to keep in mind:

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     -   Make sure you have all the facts. In order to reach the right
         solutions, we must be as fully informed as possible.

     -   Ask yourself: What specifically am I being asked to do? Does it seem
         unethical or improper? This will enable you to focus on the specific
         question you are faced with, and the alternatives you have. Use your
         judgment and common sense; if something seems unethical or improper, it
         probably is.

     -   Clarify your responsibility and role. In most situations, there is
         shared responsibility. Are your colleagues informed? It may help to get
         others involved and discuss the problem.

     -   Discuss the problem with your supervisor. This is the basic guidance
         for all situations. In many cases, your supervisor will be more
         knowledgeable about the question, and will appreciate being brought
         into the decision-making process. Remember that it is your supervisor's
         responsibility to help solve problems.

     -   Seek help from Company resources. In the rare case where it may not be
         appropriate to discuss an issue with your supervisor, or where you do
         not feel comfortable approaching your supervisor with your question,
         discuss it with the General Counsel.

     -   You may report ethical violations in confidence and without fear of
         retaliation. If your situation requires that your identity be kept
         secret, your anonymity will be protected. The Company does not permit
         retaliation of any kind against employees for good faith reports of
         ethical violations.

     -   Always ask first, act later: If you are unsure of what to do in any
         situation, seek guidance before you act.

15.      CONFIDENTIAL, ANONYMOUS SUBMISSIONS REGARDING ACCOUNTING OR AUDITING
MATTERS.

         The Company has established a toll-free ComplianceLine at
1-800-254-0462 for confidential, anonymous employee reports of concerns
regarding questionable accounting or auditing matters. See the memorandum to all
employees dated September 25, 2003 from the Director of Internal Audit, a copy
of which is attached as Appendix B, for details about ComplianceLine.

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                                                                      Appendix A

                                ENERGYSOUTH, INC.

          POLICY STATEMENT ON INSIDER TRADING AND TRADING RESTRICTIONS
        (applicable to directors, officers and certain other employees)
                                  JULY 26, 2002

                               I. POLICY STATEMENT

REASON FOR POLICY STATEMENT

The purchase or sale of securities while aware of material nonpublic
information, or the disclosure of material nonpublic information to others who
then trade in the Company's securities, is prohibited by the federal securities
laws. Insider trading violations are pursued vigorously by the SEC and the U.S.
Attorneys and can be punished severely. While the regulatory authorities
concentrate their efforts on the individuals who trade, or who disclose or tip
inside information to others who trade, the federal securities laws also impose
potential liability on companies and other "controlling persons" if they fail to
take reasonable steps to prevent insider trading by company personnel.

The Company's Board of Directors has adopted this Policy Statement both to
satisfy the Company's obligation to prevent insider trading and to help Company
personnel avoid the severe consequences associated with violations of the
insider trading laws. This Policy Statement also is intended to prevent even the
appearance of improper conduct on the part of anyone employed by or associated
with the Company (not just so-called insiders). We have all worked hard over the
years to establish a reputation for integrity and ethical conduct, and we do not
want to have that reputation damaged.

POSSIBLE CONSEQUENCES

The consequences of an insider trading violation can be severe:

Traders and Tippers. Company personnel (or their tippees) who trade on inside
information are subject to the following penalties:

     o    A civil penalty of up to three times the profit gained or loss
          avoided;

     o    A criminal fine of up to $1,000,000 (no matter how small the profit);
          and


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     o    A jail term of up to ten years.

An employee who tips information to a person who then trades is subject to the
same penalties as the tippee, even if the employee did not trade and did not
profit from the tippee's trading.

Control Persons. The Company and its supervisory personnel, if they fail to take
appropriate steps to prevent illegal insider trading, are subject to the
following penalties:

     o    A civil penalty of up to $1,000,000 or, if greater, three times the
          profit gained or loss avoided as a result of the employee's violation;
          and

     o    A criminal penalty of up to $2,500,000.

Company-Imposed Sanctions. An employee's failure to comply with the Company's
insider trading policy may subject the employee to Company-imposed sanctions,
including dismissal for cause, whether or not the employee's failure to comply
results in a violation of law. Needless to say, a violation of law, or even an
SEC investigation that does not result in prosecution, can tarnish one's
reputation and damage a career.

STATEMENT OF POLICY

It is the policy of the Company that no director, officer or other employee of
the Company who is aware of material nonpublic information relating to the
Company may, directly or through family members or other persons or entities,
(a) buy or sell securities of the Company or engage in any other action to take
personal advantage of that information, or (b) pass that information on to
others outside the Company, including family and friends. In addition, it is the
policy of the Company that no director, officer or other employee of the Company
who, in the course of working for the Company, learns of material nonpublic
information about a company with which the Company does business, including a
customer or supplier of the Company, may trade in that company's securities
until the information becomes public or is no longer material.

Transactions that may be necessary or justifiable for independent reasons (such
as the need to raise money for an emergency expenditure) are not excepted from
the policy. The securities laws do not recognize such mitigating circumstances,
and, in any event, even the appearance of an improper transaction must be
avoided to preserve the Company's reputation for adhering to the highest
standards of conduct.


<PAGE>


Disclosure Of Information To Others. The Company is required under the federal
securities laws to avoid the selective disclosure of material nonpublic
information. The Company has established procedures for releasing material
information in a manner that is designed to achieve broad public dissemination
of the information immediately upon its release. You may not, therefore,
disclose information to anyone outside the Company, including family members and
friends, other than in accordance with those procedures. You also may not
discuss the Company or its business in an internet "chat room" or similar
internet-based forum.

Material Information. Material information is any information that a reasonable
investor would consider important in making a decision to buy, hold, or sell
securities. Any information that could be expected to affect the Company's stock
price, whether it is positive or negative, should be considered material. Some
examples of information that ordinarily would be regarded as material are:

     o    Projections of future earnings or losses, or other earnings guidance;

     o    Earnings that are inconsistent with the consensus expectations of the
          investment community;

     o    A pending or proposed merger, acquisition or tender offer;

     o    A pending or proposed acquisition or disposition of a significant
          asset;

     o    A change in dividend policy, the declaration of a stock split, or an
          offering of additional securities;

     o    A change in management;

     o    Development of a significant new product or process;

     o    Impending bankruptcy or the existence of severe liquidity problems;

     o    The gain or loss of a significant customer or supplier.

Remember, anyone scrutinizing your transactions will be doing so after the fact,
with the benefit of hindsight. As a practical matter, before engaging in any
transaction, you should carefully consider how enforcement authorities and
others might view the transaction in hindsight.

When Information is "Public". If you are aware of material nonpublic
information, you may not trade until the information has been disclosed broadly
to the marketplace (such


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as by press release or an SEC filing) and the investing public has had time to
absorb the information fully. To avoid the appearance of impropriety, as a
general rule, information should not be considered fully absorbed by the
marketplace until after three business days (not counting the day of release)
have elapsed after the information is released. If, for example, the Company
were to make an announcement on a Monday, you should not trade in the Company's
securities until Friday. If an announcement were made on a Friday, Thursday
generally would be the first eligible trading day.

Transactions by Family Members. The insider trading policy also applies to your
family members who reside with you, anyone else who lives in your household, and
any family members who do not live in your household but whose transactions in
company securities are directed by you or are subject to your influence or
control (such as parents or children who consult with you before they trade in
company securities). You are responsible for the transactions of these other
persons and therefore should make them aware of the need to confer with you
before they trade in the Company's securities.

TRANSACTIONS UNDER COMPANY PLANS

Stock Option Exercises. The Company's insider trading policy does not apply to
the exercise of an employee stock option. The policy does apply, however, to any
sale of stock received upon exercise of an option, including any sale of stock
as part of a broker-assisted cashless exercise of an option, or any other market
sale for the purpose of generating the cash needed to pay the exercise price of
an option.

401(k) Plan. The Company's insider trading policy does not apply to purchases of
Company stock in the 401(k) plan resulting from your periodic contribution of
money to the plan pursuant to your payroll deduction election. The policy does
apply, however, to certain elections you may make under the 401(k) plan,
including (a) an election to increase or decrease the percentage of your
periodic contributions that will be allocated to the Company stock fund, (b) an
election to make an intra-plan transfer of an existing account balance into or
out of the Company stock fund, (c) an election to borrow money against your
401(k) plan account if the loan will result in a liquidation of some or all of
your Company stock fund balance, and (d) your election to pre-pay a plan loan if
the pre-payment will result in allocation of loan proceeds to the Company stock
fund.

Dividend Reinvestment Plan. The Company's insider trading policy does not apply
to purchases of Company stock under the Company's dividend reinvestment plan
resulting from your reinvestment of dividends paid on Company securities. The
policy does apply, however, to voluntary purchases of Company stock resulting
from additional contributions you choose to make to the plan, and to your
election to participate in the plan or increase your level of participation in
the plan. The policy also applies to your sale of any Company stock purchased
pursuant to the plan.


<PAGE>


ADDITIONAL CONSIDERATIONS

The Company considers it improper and inappropriate for any director, officer or
other employee of the Company to engage in short-term or speculative
transactions in the Company's securities. It therefore is the Company's policy
that directors, officers and other employees should not engage in:

Short-term Trading. Any director, officer or other employee of the Company who
purchases Company securities in the open market should not sell any company
securities of the same class during the six months following the purchase.

Short Sales. Because short sales of the Company's securities evidence an
expectation on the part of the seller that the securities will decline in value,
and therefore signal to the market that the seller has no confidence in the
Company or its short-term prospects, directors, officers and other employees of
the Company should not engage in short sales of the Company's securities. In
addition, Section 16(c) of the Exchange Act prohibits officers and directors
from engaging in short sales.

POST-TERMINATION TRANSACTIONS.

The Policy Statement continues to apply to your transactions in Company
securities even after you have terminated employment. If you are in possession
of material nonpublic information when your employment terminates, you may not
trade in Company securities until that information has become public or is no
longer material.

COMPANY ASSISTANCE.

Any person who has a question about this Policy Statement or its application to
any proposed transaction may obtain additional guidance from the General
Counsel. Ultimately, however, THE RESPONSIBILITY FOR ADHERING TO THIS POLICY
STATEMENT AND AVOIDING UNLAWFUL TRANSACTIONS RESTS WITH THE INDIVIDUAL EMPLOYEE.



              II. TRADING RESTRICTIONS - BLACKOUT PERIOD PROCEDURES

In addition to the foregoing policies which apply to all Company employees, the
following new procedures govern transactions in Company securities by directors
and officers, as well as to certain non-executive employees who may regularly
become aware of earnings information or other material nonpublic information
about the Company.


<PAGE>

QUARTERLY BLACKOUT PERIODS

The Company's announcement of its quarterly financial results almost always has
the potential to have a material effect on the market for the Company's
securities. Therefore, you can anticipate that, to avoid even the appearance of
trading while aware of material nonpublic information, you and other persons who
are or may be expected to be aware of the Company's financial results may not
trade in the Company's securities during the period beginning on the tenth day
of the third month of each fiscal quarter and ending after expiration of three
(3) complete business days (not counting the day of release) after the issuance
of the next quarterly earnings release. (For example, the blackout period for
the second fiscal quarter would begin on March 10, 2002 and continue until 3
business days (not counting the day of release) after the issuance of the
earnings release for the quarter. If that earnings release was issued on a
Friday, April 26, 2002, trading could commence on Thursday, May 2.)

Persons subject to these quarterly blackout periods include all directors and
officers, and all other persons who are informed in writing by the chief
financial officer that they are subject to the quarterly blackout periods.

EVENT-SPECIFIC BLACKOUT PERIODS; CONSULTATION.

From time to time, an event may occur that is material to the Company and is
known by only a few directors or executives. So long as the event remains
material and nonpublic, directors, officers, and such other employees as are
subject to the quarterly blackout periods described above may not trade in the
Company's securities. The existence of an event-specific blackout will be
communicated to directors, officers and other employees subject to blackout
periods by either the chief financial officer or the general counsel. Any person
made aware of an event-specific blackout should not disclose the existence of
the blackout to any other person.

The Company may on occasion issue interim earnings guidance or other potentially
material information by means of a press release, SEC filing on Form 8-K or
other means designed to achieve widespread dissemination of the information. You
should anticipate that while the Company is in the process of assembling the
information to be released and until the information has been released and fully
absorbed by the market, an event-specific blackout period will likely be in
effect.

Please keep in mind that, whether or not a quarterly or event-specific blackout
is in effect, you may not trade while aware of material nonpublic information.

HARDSHIP EXCEPTIONS.

A person who is subject to a quarterly earnings blackout period and who has an
unexpected and urgent need to sell Company stock in order to generate cash may,
in appropriate circumstances, be permitted to sell Company stock even during the
blackout

<PAGE>


period. Hardship exceptions may be granted only by the Audit Committee of the
Board of Directors and must be requested at least two days in advance of the
proposed trade. A hardship exception may be granted only if the Audit Committee
concludes that the Company's earnings information for the applicable quarter
does not constitute material nonpublic information. Under no circumstance will a
hardship exception be granted during an event-specific blackout period.

POST-TERMINATION TRANSACTIONS

If you are aware of material nonpublic information when you terminate service as
a director, officer or other employee of the Company, you may not trade in the
Company securities until that information has become public or is no longer
material. In all other respects, the procedures set forth in this memorandum
will cease to apply to your transactions in Company securities upon the
expiration of any "blackout period" that is applicable to your transactions at
the time of your termination of service.

COMPANY ASSISTANCE

Any person who has a question about these trading restrictions or its
application to any proposed transaction may obtain additional guidance from the
General Counsel.

CERTIFICATIONS

All directors, officers and other employees subject to the foregoing procedures
must certify their understanding of and intent to comply with the Company's
insider trading policy, including the blackout period procedures set forth
above.

CERTIFICATION

I certify that:

     1. I have read and understand this Policy Statement on Insider Trading and
     Trading Restrictions (the "Insider Trading Policy"). I understand that the
     General Counsel is available to answer any questions I have regarding the
     insider trading policy.

     2. Since [date Statement of Policy became effective], or such shorter
     period of time that I have been an employee or director of the Company, I
     have complied with the Insider Trading Policy.

     3. I will continue to comply with the Insider Trading Policy for as long as
     I am subject to the policy.


<PAGE>


Signature:
          --------------------------------
Date:
     -------------------------------------
Print name:
           -------------------------------


<PAGE>

                                                                      Appendix B


September 25, 2003


Dear Employees of EnergySouth and its Subsidiaries,

Responding to the recent high-profile corporate breakdowns stemming from
accounting irregularities and perceived unethical financial behavior by
corporate officers and accounting firms, Congress passed the Sarbanes-Oxley Act
of 2002 (the "Act"). The Act seeks to increase reliability and accuracy of
corporate reporting, accounting, and auditing practices.

To further these goals, the Act among many other things requires the Audit
Committees of all publicly traded companies to:

               o    Establish procedures for receiving, retaining, and handling
                    complaints to the company regarding accounting, internal
                    accounting controls, or auditing matters; and

               o    Establish a means for employees of the company to submit
                    confidential and anonymous reports "regarding questionable
                    accounting or auditing matters."

Management, the Audit Committee and Board of EnergySouth, Inc. expect
EnergySouth's corporate reporting, accounting, and auditing practices to be
reliable and accurate. Every employee is responsible for reporting any
irregularities. Employees reporting irregularities or suspicious activities are
protected by law from retaliation by management. If you suspect any accounting,
internal control, or auditing irregularities or wrongdoings and you are not
comfortable speaking up within normal channels, you can call our ComplianceLine,
1-800-254-0462 and anonymously report your concern to a trained Compliance Risk
Specialist with Compliance Concepts, Inc. in Charlotte, NC. The Specialist will
ask specific questions based on the nature of the concern. The call will not be
recorded. The Specialist will prepare a report and have a supervisor review it.
After the report is reviewed, Compliance Concepts will forward it to me.



<PAGE>


I will notify the Chairman of the Audit Committee of the reported concern and we
will determine what type, if any, investigation is appropriate for the concern
brought to our attention. We will keep the names of any employees reporting
irregularities or concerns confidential; however, management may need to be
informed of the situation. As stated above, employees making such reports will
be protected from any retribution for bringing any matter to our attention.

ComplianceLine is not intended to replace the company's existing policies
regarding reporting issues to management as outlined in the Code of Business
Conduct and Ethics, but, if you are not comfortable reporting a concern or issue
to management or to me personally, it is an option that EnergySouth is making
available to ensure that any concerns are brought to the attention of the
appropriate parties.

Thank you in advance for your cooperation in this important program.

Sincerely,

/s/ Tom Yeatts
----------------
Tom Yeatts
Director of Internal Audit