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Exhibit 99.2 CODE OF BUSINESS CONDUCT AND ETHICS
ADOPTED BY THE BOARD OF DIRECTORS
ON MARCH 24, 2005 DOUBLE EAGLE PETROLEUM CO. Introduction This Code of Business Conduct and Ethics (the Code) 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 employees of the Company. The standards set forth in this Code are linked
closely to our corporate vision, strategies and values. All of our employees must conduct
themselves accordingly and seek to avoid even the appearance of improper behavior. The Code is
intended to provide guidance to persons functioning in managerial or administrative capacities, as
well as to all employees. If a law conflicts with a policy in this Code, you must comply with the law. If you have any
questions about these conflicts, you should ask your supervisor how to handle the situation. The integrity, reputation and profitability of the Company ultimately depend upon the
individual actions of our employees, representatives, officers, directors, agents and consultants.
It is the policy of the Company and its subsidiaries to comply with all applicable laws and to
adhere to ethical standards in the conduct of our business. Each employee is expected to read and
understand this Code, uphold these standards in daily activities and take personal responsibility
for compliance with all applicable policies and procedures. Those who violate the standards in this Code will be subject to disciplinary action, up to and
including termination of employment. The guidelines in this Code are neither exclusive nor
comprehensive. Because the business and legal environment in which the Company operates is
complex, it would be impossible to formulate a single policy that would govern all possible
situations. Employees are expected and required to comply with the letter and the spirit of all
applicable laws and policies, whether or not specifically addressed within this Code. 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. 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, states
and countries in which we operate. 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. Because individual violations may also subject the




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Company to civil or criminal liability or the loss of business, the Company takes legal compliance
measures seriously and works diligently to enforce them. If requested, the Company will hold 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 when an employee, officer or
director, or members of his or her family, receives improper personal benefits as a result of his
or her position in the Company. Some scenarios that may pose potential conflict of interest problems include, but are not
limited to, the following: 1. Investing in any company that sells products or services similar to the Companys, or any
company doing or seeking to do business with the Company, other than relatively small investments
in securities widely held by the general public; 2. Working for, or on behalf of, any such company; 3. Placing Company business with relatives or friends, or working on a Company project that
will have a direct impact on the financial interests of relatives or friends; 4. Encouraging companies dealing with the Company to buy supplies or services from relatives
or friends; 5. Borrowing money from companies doing or seeking to do business with the Company other than
on generally available terms; 6. Participating in the regulatory or other activities of a community or governmental body
that have a direct impact on the business of the Company or its affiliates; 7. Hiring or supervising a relative or friend; 8. Engaging in a personal relationship with another employee or vendor that affects ones
ability to do ones job or disrupts the workplace; 9. Serving as a director of any company that competes with the Company; and 10. Accepting gifts or gratuities in any one-year period valued in excess of one hundred
dollars ($100) in the aggregate from any customer, vendor, supplier, or other person doing business
with the Company or its affiliates. - 2 -




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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 under guidelines 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. Any employee, officer or director who becomes aware of a conflict or
potential conflict should 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. Securities Laws and Insider Trading It is against Company policy for any individual to profit from material undisclosed
information relating to the Company or any company with which the Company does business. If an
officer, director or employee is in possession of material inside information that the Company has
not yet disclosed to the public, he or she may not purchase or sell any of the securities of the
Company or tip others to trade in Company stock. Material inside information is defined as facts
that have not been disclosed to the public that would influence a reasonable investors decision to
buy or sell a companys stock or other securities. Also, if an officer, director or employee has
inside or unpublished knowledge about any of the Companys public-company suppliers, customers or
any other public company that the Company does business with, he or she may not purchase or sell
securities of those companies or tip others to do so. Insider trading is a crime, and in addition to criminal penalties, the SEC may seek the
imposition of a civil penalty of up to three times the profits made or losses avoided from the
trading. Insider traders must also disgorge any profits made and are often subjected to an
injunction against future violations. Insider traders may further be subjected to civil liability
in private law suits. Moreover, U.S. securities laws provide for penalties not only for those who engage in insider
trading, but also for those controlling persons who fail to take appropriate action when they
either knew or should have known that persons within their control were violating these rules.
Therefore, it is essential that employees be alert to those situations where others within the
Company (particularly those over whom the employee has some supervisory authority) may not be
observing the rules of insider trading. We urge you to contact the Companys Chief Executive
Officer or Chief Financial Officer if you are unsure as to whether or not you are free to trade
under a particular set of circumstances. 4. Corporate Opportunities Employees, officers 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 employee may use corporate property,
information, or position for improper personal gain, and no 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. - 3 -




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5. Competition and Fair Dealing We seek to outperform our competition fairly and honestly. Stealing 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 employee should
endeavor to respect the rights of and deal fairly with the Companys 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. 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 healthy 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. 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
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. 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
your controller. 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 - 4 -




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conform both to applicable legal requirements and to the Companys system of internal controls. Unrecorded or off
the books funds or assets should not be maintained unless 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 Chief Executive Officer or Chief Financial Officer. 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 Companys Chief Executive
Officer or Chief Financial Officer 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 for investigation. Company equipment
should not be used for non-Company business, though incidental personal use may be permitted. The obligation of employees to protect the Companys assets includes its proprietary
information. Proprietary information includes intellectual property such as 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 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. Foreign Corrupt Practices Act prohibits giving anything of value, directly or
indirectly, to officials of foreign governments or foreign political candidates in order to obtain
or retain business. It is strictly prohibited to make illegal payments to government officials of
any country. In addition, 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 - 5 -




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and local governments, as well as foreign governments, may have similar rules. The Companys Chief
Executive Officer or Chief Financial Officer 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 or a
Board committee and will be promptly disclosed as required by law or stock exchange regulation. 13. Reporting any Illegal or Unethical Behavior Employees are encouraged to talk to supervisors, managers or other appropriate personnel about
observed illegal or unethical behavior and when in doubt about the best course of action in a
particular situation. It is the policy of the Company not to allow retaliation for reports of
misconduct by others made in good faith by employees. Employees are expected to cooperate in
internal investigations of misconduct. Employees must read the Companys Whistleblower Procedures, which describes the Companys
procedures for the receipt, retention, and treatment of complaints received by the Company
regarding accounting, internal accounting controls, or auditing matters. Any employee may submit a
good faith concern regarding questionable accounting or auditing matters without fear of dismissal
or retaliation of any kind. 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 if a violation has occurred. 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:  x

    Make sure you have all the facts. In order to reach the right solutions, we
must be as fully informed as possible.x
    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.x
    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.x
    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. - 6 -




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x
    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 locally with
your office manager or another member of management.x
    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.x
    Always ask first, act later: If you are unsure of what to do in any
situation, seek guidance before you act. ***** - 7 -