MAG
      SILVER CORP.





CODE
      OF BUSINESS CONDUCT AND
      ETHICS





MAG
      Silver Corp. (the “Corporation”) is committed to the highest standards of legal
      and ethical business conduct.  This Code of Business Conduct and
      Ethics (the “Code”) summarizes the legal, ethical and regulatory standards that
      the Corporation must follow to promote integrity and deter wrongdoing and is
      a
      reminder to our directors, officers and employees of the seriousness of that
      commitment.  Compliance with this Code and high standards of business
      conduct is mandatory for every director, officer and employee of the Corporation
      or any of its subsidiaries.




INTRODUCTION




Our
      business is becoming increasingly complex, both in terms of the geographies
      in
      which we function and the laws with which we must comply.  To help our
      directors, officers and employees understand what is expected of them and to
      carry out their responsibilities, we have created this
      Code.  Additionally, we have appointed the Corporation’s Corporate Secretary to serve
      as the Corporation Ethics Officer to ensure adherence to the Code and report
      to
      the Board of Directors of the Corporation or any committee thereof who shall
      be
      responsible for monitoring compliance with the Code.




This
      Code
      is not intended to be a comprehensive guide to all of our policies or to all
      your responsibilities under law or regulation.  It provides general
      parameters to help you resolve the ethical and legal issues you encounter in
      conducting our business. Think of this Code as a guideline, or a minimum
      requirement, that must always be followed.  If you have any questions
      about anything in the Code or appropriate actions in light of the Code, you
      may
      contact the Corporation Ethics Officer or the Chair of the Governance and
      Nomination Committee (the “Governance Committee”) of the Board of Directors of
      the Corporation.




We
      expect
      each of our directors, officers and employees to read and become familiar with
      the ethical standards described in this Code and to affirm your agreement to
      adhere to these standards by signing the Compliance Certificate that appears
      at
      the end of this Code.  Violations of the law, our corporate policies
      or this Code may lead to disciplinary action, including dismissal.




I.
            We
                Insist on Honest and Ethical Conduct By All of Our Directors, Officers,
                Employees and Other Representatives




We
      place
      the highest value on the integrity of our directors, our officers and our
      employees and demand this level of integrity in all our dealings.  We
      insist on not only ethical dealings with others, but on the ethical handling
      of
      actual or apparent conflicts of interest between personal and professional
      relationships.




Fair
      Dealing




Directors,
      officers and employees are required to deal honestly fairly in a manner which
      fosters a climate of mutual respect with our business partners, competitors,
      customers, securityholders, suppliers, employees, consultants and other third
      parties including the communities in which we operate.  In our
      dealings with these parties, we:




·
            prohibit
                bribes, kickbacks and any other form of improper payment, direct
                or
                indirect, to any representative of a government, labor union, business
                partner or other third party in order to obtain a contract, some
                other
                commercial benefit or government
                action;




·
            prohibit
                our directors, officers and employees from accepting any bribe, kickback
                or improper payment from anyone;




·
            prohibit
                gifts or favors of more than nominal value to or from our business
                partners;




·
            limit
                marketing and entertainment expenditures to those that are necessary,
                prudent, job-related and consistent with our
                policies;




·
            require
                clear and precise communication in our contracts, our advertising,
                our
                literature, and our other public statements and seek to eliminate
                misstatement of fact or misleading
                impressions;




·
            protect
                all proprietary data provided to us by third parties as reflected
                in our
                agreements with them;




·
            prohibit
                our representatives from otherwise taking unfair advantage of our
                business
                partners or other third parties through inaccurate billing, manipulation,
                concealment, abuse of privileged information or any other unfair-dealing
                practice; and




·
            conduct
                all material transactions in a transparent
                manner.




Conflicts
      of Interest; Corporate Opportunities




Our
      directors, officers and employees should not be involved in any activity that
      creates or gives the appearance of a conflict of interest between their personal
      interests and the interests of the Corporation  In particular, unless
      specific permission has been provided by (i) the Corporation Ethics Officer,
      or
      (ii) the Governance Committee, no employee, director or officer shall:




·
            be
                a consultant to, or a director, officer or employee of, or otherwise
                operate an outside business that:




Ø
            competes
                with the Corporation;




Ø
            supplies
                products or services to the Corporation;
                or




Ø
            purchases
                products or services from the
                Corporation;




·
            have
                any material interest (financial or otherwise), including significant
                stock ownership, in any entity with which we do business that might
                create
                or give the appearance of a conflict of
                interest;




·
            seek
                or accept any personal loan or services from any entity with which
                we do
                business, except from financial institutions or service providers
                offering
                similar loans or services to third parties under similar terms in
                the
                ordinary course of their respective
                businesses;




·
            be
                a consultant to, or a director, officer or employee of, or otherwise
                operate an outside business if the demands of the outside business
                would
                interfere with the director’s, officer’s or employee’s responsibilities to
                us (if in doubt, consult your supervisor, the Corporation Ethics
                Officer
                or the Governance Committee);




·
            accept
                any personal loan or guarantee of obligations from the Corporation,
                except
                to the extent such arrangements are legally permissible;
                or




·
            conduct
                business on behalf of the Corporation with immediate family members,
                which
                include spouses, children, parents, siblings and persons sharing
                the same
                home whether or not legal
                relatives;




provided,
      however, that only the Governance Committee (or the Board of Directors as a
      whole, if the potential conflict involves a member of the Governance Committee)
      shall have the authority to grant such permission to a director or
      officer.




Directors,
      officers and employees are prohibited from taking for themselves personally
      opportunities that are discovered through the use of corporate property,
      information or position.




Disclosure
      shall be made, in the case of directors and officers, to the Board of Directors
      of the Corporation in accordance with all applicable laws and regulatory
      policies, and in the case of employees, to the Corporation Ethics Officer or
      the
      Governance Committee of the existence of any actual or potential conflict of
      interest.




Confidentiality
      and Corporate Assets




Our
      directors, officers and employees are entrusted with our confidential
      information and with the confidential information of our business
      partners.  This information may include (1) technical or scientific
      information about current and future projects, (2) business or marketing plans
      or projections, (3) earnings and other internal financial data, (4) personnel
      information, (5) supply and customer lists and (6) other non-public information
      that, if disclosed, might be of use to our competitors, or harmful to our
      business partners.  This information is our property, or the property
      of our business partners and in many cases was developed at great
      expense.  Our directors, officers and employees shall:




·
            Not
                discuss confidential information with or in the presence of any
                unauthorized persons, including family members and
                friends;




·
            Use
                confidential information only for our legitimate business purposes
                and not
                for personal gain;




·
            Not
                disclose confidential information to third parties;
                and




·
            Not
                use Corporation’s property or resources for any personal benefit or the
                personal benefit of anyone else.  Corporation’s property
                includes the Corporation internet, email, and voicemail services,
                which
                should be used only for business related activities, and which may
                be
                monitored by the Corporation at any time without
                notice.




Fundamental
      Rights




The
      Corporation is committed to providing all employees a workplace that respects
      their basic human rights.  Each director, officer and employee at the
      Corporation has the right to work in an environment that is free from
      discrimination and harassment, including sexual harassment.  Every
      director, officer and employee is responsible for taking all reasonable
      precautions not to demonstrate behaviour that can be reasonably construed as
      discrimination or harassment. The Corporation will take every incident of
      harassment or discrimination very seriously and any director, officer and
      employee that is found to have engaged in conduct constituting discrimination
      or
      harassment will be disciplined and, in appropriate circumstances, dismissed
      or
      removed from office.




II.
            We
                Provide Full, Fair, Accurate, Timely and Understandable Disclosure




We
      are
      committed to providing our shareholders, investors and other stakeholders with
      full, fair, accurate, timely and understandable disclosure in the reports that
      we file with the United States Securities and Exchange Commission and with
      the
      Canadian provincial securities regulators.  To this end, our
      directors, officers and employees shall:




·
            not
                make false or misleading entries in our books and records for any
                reason;




·
            not
                condone any undisclosed or unrecorded bank accounts or assets established
                for any purpose;




·
            comply
                with generally accepted accounting principles at all
                times;




·
            notify
                our Chief Financial Officer if there is an unreported
                transaction;




·
            maintain
                a system of internal accounting controls that will provide reasonable
                assurances to management that all transactions are properly
                recorded;




·
            maintain
                books and records that accurately and fairly reflect our
                transactions;




·
            prohibit
                the establishment of any undisclosed or unrecorded funds or
                assets;




·
            maintain
                a system of internal controls that will provide reasonable assurances
                to
                our management that material information about the Corporation is
                made
                known to management, particularly during the periods in which our
                periodic
                reports are being prepared;




·
            present
                information in a clear and orderly manner and avoid the use of unnecessary
                legal and financial language in our periodic reports;
                and




·
            not
                communicate to the public any nonpublic information unless expressly
                authorized to do so.




We
      have
      also adopted a Timely Disclosure, Confidentiality and Insider Trading Policy,
      which governs our disclosure policies.  A copy of the Timely
      Disclosure, Confidentiality and Insider Trading Policy can be obtained from
      the
      Governance and Nomination Committee.




III.
            We
                Comply With all Laws, Rules and Regulations




We
      will
      comply with all laws, rules, regulations and policies (collectively, the
“Applicable Laws”) that are applicable to our activities, and expect all our
      directors, officers and employees to obey the Applicable
      Laws.  Specifically, unless otherwise required by Applicable Laws, we
      are committed to:




·
            maintaining
                a safe and healthy work
                environment;




·
            promoting
                a workplace that is free from discrimination or harassment based
                on race,
                color, religion, sex, age, national origin, disability or other factors
                that are unrelated to the Corporation’s business
                interests;




·
            supporting
                fair competition and laws prohibiting restraints of trade and other
                unfair
                trade practices;




·
            conducting
                our activities in full compliance with all applicable environmental
                laws;




·
            keeping
                the political activities of our directors, officers and employees
                separate
                from our business;




·
            prohibiting
                any illegal payments, gifts, or gratuities to any government officials
                or
                political party;




·
            prohibiting
                the unauthorized use, reproduction, or distribution of any third
                party’s
                trade secrets, copyrighted information or confidential
                information;




·
            prohibiting
                the sale or export, either directly or through our representatives,
                of our
                products to countries where goods such as ours may not be sold;
                and




·
            complying
                with all applicable securities
                laws.




Our
      directors, officers and employees are prohibited from trading our securities
      while in possession of material, nonpublic (“inside”) information about
      the Corporation.  [We have adopted an Insider Trading Policy in this
      regard, with which all directors, officers and employees must
      comply.  A copy of the Timely Disclosure, Confidentiality and Insider
      Trading Policy can be obtained from the Governance and Nomination
      Committee.




REPORTING,
      WAIVER AND EFFECT OF VIOLATIONS




Compliance
      with this code of conduct is, first and foremost, the individual responsibility
      of every director, officer and employee. We attempt to foster a work environment
      in which ethical issues and concerns may be raised and discussed with
      supervisors or with others without the fear of retribution.  It is our
      responsibility to provide a system of reporting and access when you wish to
      report a suspected violation, or to seek counseling, and the normal chain of
      command cannot, for whatever reason, be used.




Administration




Our
      Board
      of Directors and Governance Committee have established the standards of business
      conduct contained in this Code and oversee compliance with this
      Code.  Additionally, we have appointed the Corporation’s Corporate Secretary to serve
      as the Corporation Ethics Officer to ensure adherence to the
      Code.  While serving in this capacity, the Corporation Ethics Officer
      reports directly to the Board of Directors.




Training
      on this Code will be included in the orientation of new employees and provided
      to existing directors, officers, and employees on an on-going basis. To ensure
      familiarity with the Code, directors, officers, and employees will be asked
      to
      read the Code and sign a Compliance Certificate annually.




Reporting
      Violations and Questions




Directors,
      officers, and employees must report, in person or in writing, any known or
      suspected violations of laws, governmental regulations or this Code to
      either  the Corporation Ethics Officer or the Chair of the Governance
      Committee.  Additionally, directors, officers, and employees may
      contact the Corporation Ethics Officer or the Governance Committee with a
      question or concern about this Code or a business practice.  Any
      questions or violation reports will be addressed immediately and seriously,
      and
      can be made anonymously.  If you feel uncomfortable reporting
      suspected violations to these individuals, you may report matters to Fasken
      Martineau DuMoulin LLP, our outside counsel.  The address and
      telephone number of these persons are listed in the attachment to this
      Code.




We
      will not allow any harassment, retaliation or any type of discrimination against
      a director, officer or employee who acts in good faith in reporting any
      violation.




Our
      Corporation Ethics Officer will investigate any reported violations and will
      determine an appropriate response, including corrective action and preventative
      measures, involving the Governance Committee or Chief Executive Officer when
      required.  All reports will be treated confidentially to every extent
      possible, consistent with the need to conduct an adequate investigation. All
      complaints, results of investigations, if any, and reports will be retained
      for
      seven years.




Consequences
      of a Violation.




Directors,
      officers and employees that violate any laws, governmental regulations or this
      Code will face appropriate, case specific disciplinary action, which may include
      demotion or immediate discharge.  In addition, violation of any laws,
      governmental regulations or this Code could result in public disclosure of
      such
      violation including, without limitation, the names of parties involved.




Requests
      for Waivers.




Requests
      for waivers from this Code must be delivered to the Corporation Ethics Officer
      or the Governance Committee, together with a summary of all relevant facts
      and
      circumstances.  Waivers with respect to directors and officers may
      only be granted by the Corporation’s Board of Directors.  Waivers with
      respect to non-officer employees may be granted by the Corporation’s Ethics
      Officer. The director, officer or employee to whom a waiver is granted accepts
      that public disclosure of the granting of any such waiver may be required by
      applicable securities laws, regulations, policies or guidelines (including
      those
      of a stock exchange on which the Corporation’s stock may be listed).




Names
                and Addresses (as of 11 January 2008)Reporting
                Contacts:Corporation
                Ethics Officer:
            The
                Chair of our Governance Committee:Name:
                Jody Harris, Corporate Secretary
              Address:MAG
                Silver Corp.
              #328
                – 550 Burrard Street
              Vancouver,
                BC  V6C 2B5
              Phone:604-630-1399
              E-mail:jharris@magsilver.com
            Name:Jonathan
                Rubenstein
              Address:
                MAG Silver Corp.
              #328
                – 550 Burrard Street
              Vancouver,
                BC  V6C 2B5
              Phone:604-630-1399
              E-mail:jrubenstein@andagan.ca




Additional
      Reporting Contacts:




Our
      Outside Counsel in Canada:




Fasken
                Martineau DuMoulin LLP
              Attn:
                Charlotte Bell
              Suite
                2100, 1075 West Georgia Street
              Vancouver,
                British Columbia
              Canada
                V6E 3G2
              Phone:
                (604) 631-3131
              Fax:
                (604) 631-3232
              E-mail:
                cbell@van.fasken.com
            Harris,
                Mericle & Wakayama, LLC
              999
                Third Avenue, Suite 3210
              Seattle,
                WA  98104 USA
              
              Phone:  (206)
                621-1818
              Fax:  (206)
                624-8560





COMPLIANCE
      CERTIFICATE




I
      have
      read and understand the Code of Business Conduct and Ethics of MAG Silver Corp.
      (the “Code”).  I will adhere in all respects to the ethical standards
      described in the Code.  I further confirm my understanding that any
      violation of the Code will subject me to appropriate disciplinary action, which
      may include demotion or discharge.




I
      certify
      to MAG Silver Corp. that I am not in violation of the Code, unless I have noted
      such violation in a signed Statement of Exceptions attached to this Compliance
      Certificate.




Date:
            
            _________________________________
              Name:
              Title/Position:


Check
      one of the
      following:




o           
A
      Statement
      of Exceptions is attached.




o           
No
      Statement
      of Exceptions is attached.