Enterra
Energy Trust
  Code
of Conduct
 
 
 
 
 
  
  About
This Code
 
 Enterra
Energy Trust intends to establish an excellent record for sound business
practices and ethical conduct.  The Trust expects you to meet the
highest ethical standards and to expect the same from your
co-workers.
 
 Because
we want you to have all the information you require in order to comply with its
policies, the Trust has developed this Code of Conduct (“Code”).  It
is a condition of your employment with the Trust that you comply with this
Code.  The consequences of failing to comply with this Code could be
severe for you and the Trust.
 
 This Code
applies to all employees of the Trust.  In this Code, employees of the
Trust include all employees, officers and directors.  A separate and
similar Code of Conduct applies to all independent contractors who perform work
for the Trust.
 
 Our
Trust’s continued success depends on your personal commitment to our core
values.  We trust you will strive to meet these
standards.
 
  
  Introduction
 
 This Code
explains in general terms the legal and ethical guidelines that the Trust
expects you to follow.
 
 Here are
some important points about this Code:
 
 ·
              ‘Throughout
      this Code, the word “Trust” refers to Enterra Energy
  Trust.
 
 ·
              The
      policies in this Code are guidelines.  The Trust cannot
      anticipate every situation that may arise.  If you encounter a
      situation that is not described here, ask your
  supervisor.
 
 ·
              This
      Code is primarily a statement of policies, not procedures.  You
      may have more detailed materials for your area of
      responsibility.
 
 ·
              The
      Trust reserves the right to add, modify, or delete portions of this at any
      time without advance notice as business, economic, employment, or
      legislative changes dictate.  Any changes to the Code willbecome effective
      immediately, unlessstated
      otherwise.  You will be provided with any updates or revisions
      to the Code.
 
 ·
              You
      areexpected
      to follow the policies in this Code unless the Trust’s Board of Directors
      approves a change or exception.  Except as specifically
      described in this Code, no one else has the authority to waive or modify
      this Code.  Contact your Human Resources Manager to request an
      application to the Board of Directors for a change or
      exception.
 
 ·
              Because
      the Trust is active in both Canada and the United States, management knows
      you need to be aware of the Trust’s expectations and where to turn when
      the right choice is not clear.  It is the Trust’s intent to
      comply with all applicable laws.  If there is a conflict between
      applicable law and a provision in this Code, the applicable law of Canada
      or the United States (or any other foreign country in which the Trust may
      in the future be operating) will govern.  In rare instances,
      conflicts between laws create confusion.  If you have questions
      about conflicts between laws contact your Human Resources
      Manager.
 
 ·
              Any
      violation of this Code will be grounds for disciplinary action, up to and
      including termination.
 
 ·
              Making
      accusations of misconduct you know are false will be grounds for
      disciplinary action.  In addition, you may be subject to further
      disciplinary action by individuals unrelated to the
  Trust.
 
 ·
              If
      a provision in this Code is found to be unenforceable or invalid, that
      will not invalidate the entire Code—only that particular
      provision.
 
 ·
              This
      Code replaces all previous Trust policies that are addressed here, whether
      written or oral.
 
 Please
sign the acknowledgment form at the back of this Code and return it to Human
Resources.
  
  Employment
with the Trust
 
 Non-Discrimination
 The Trust
maintains a policy of non-discrimination for all applicants and
employees.  The Trust does not unlawfully discriminate on the basis of
race, religious beliefs, colour, gender, physical disability, mental disability,
marital status, age, ancestry, place of origin, family status, source of income,
sexual orientation, or any other category protected by applicable provincial or
federal human rights legislation.  Employment decisions are based
solely on an individual’s qualifications, merit and performance, subject to the
Trust’s legitimate business requirements.
 
 Employment
of Relatives and Close Relationships
 The Trust
generally does not prohibit the employment of relatives or close
relationships.  However, employing relatives or people with whom you
have a close relationship may create an actual or perceived conflict of interest
or potentially pose difficulties in the workplace.
 
 Relatives
 To avoid
any real or perceived preferential treatment of relatives, you will not be hired
or assigned to a position in which you would directly or indirectly supervise or
be supervised by an immediate family member.
 
 Also, the
Trust does not allow you to work in a position or be hired into a position where
a member of your immediate family may influence decisions about your work
assignments, responsibilities, promotion, compensation, or other terms and
conditions of employment.
 
 The Trust
may reassign an employee if--at the Trust’s sole discretion--the employment of
relatives in a department creates conflicts, disrupts the workplace, or
interferes with efficient business operations.
 
 Your
immediate family includes your spouse, parents, children, siblings, aunts,
uncles, nieces,nephews,
fathers-in-law, mothers-in-law, sons­-in-law, daughters-in-law,
step-children, brothers-in-law, sisters-in-law, grandparents, grandchildren,
great grand parents, great grand children, grandparents-in-law, and grand
children-in-law, foster children, foster parents, and any other member of your
household.
 
 Close
Relationships
 Although
the Trust does not wish to intrude in your personal life, certain personal
relationships may also create real or perceived conflicts of
interest.  Therefore, the Trust has established the following
guidelines governing workplace relationships:
 
 ·
              Managers
      may not hire, promote, or directly or indirectly supervise any employee
      with whom they have a personal
relationship.
 
 ·
              You
      may not engage in any personal relationship with a subordinate or
      superior.
 
 ·
              You
      may not engage in a personal relationship with another employee where that
      relationship - in the sole opinion of the Trust - creates personnel
      disputes, disrupts the workplace, impairs your credibility or the ability
      to do your job, or calls into question your integrity or the integrity of
      the Trust.
 
 For
purposes of this policy, a “personal relationship” generally refers to dating
relationships, sexual relationships, domestic partners, or cohabitation, but it
also applies to any of your business associates outside the Trust.
 
 If you
have any close relationship that might create a conflict of interest, youare required to disclose
it on your Disclosure Statement.
 
 
 Notification
of Changes
 Current
employees, who become immediate family members or develop a close relationship
which might create a conflict of interest, must notify their supervisor(s) of
the change as soon as possible.  The Trust reserves the right at all
times to take whatever personnel actions are appropriate for the continued
effective operation of the business and
  
  the best
interests of the Trust.
 
 Employment
Decisions
 The Trust
may consider a family or personal relationship as a factor when making decisions
regarding hiring, assignment, reassignment, compensation, and
promotion.
 
 Temporary
Assignments
 This
policy does not apply ifyou are on a temporary
assignment or reassigned to fill a critical need on a temporary
basis.
 
 Absence
of Preferential Treatment
 Although
relatives of employees are allowed to apply for vacant positions, subject to the
restrictions of this policy, they will not receive preferred
treatment.  In all cases, the most qualified applicant will be
selected for each job.
 
  
  Employee Relations
Practices
 
 Discrimination
and Harassment
 The Trust
iscommitted to
providing a workplace free of sexual harassment, as well as harassment based on
such factors as race, religious beliefs, colour, gender, physical disability,
mental disability, marital status, age, ancestry, place of origin, family
status, source of income, sexual orientation, or any other category protected by
applicable provincial or federal human rights legislation.  The Trust
will not tolerate harassment of its employees by managers, supervisors,
co-workers or business associates.  The Trust has the authority to
determine - at its sole discretion - whether actions by its employees are
discrimination or harassment.
 
 Although
you may not intend for your behavior to be offensive, some social exchanges may
be perceived as offensive and could be used as a basis for a harassment
claim.  Even if this behavior may not necessarily violate the law or
this policy, you should be aware that certain behavior might not be interpreted
the way you intend itand should be
avoided.
 
 One of
the more common sexual harassment complaints relates to “flirting” in the
workplace.  This includes winking, neck or back massages, simple hugs,
hand or arms placed on another person’s shoulders, suggestive language, and
sexual innuendoes.  The best course of action is to refrain from any
physical contact with a co-worker because your behavior may not necessarily be
interpreted the way you mean it.
 
 Harassment
 Workplace
harassment can take many forms including, but not limited to, words, signs,
offensive jokes, cartoons, pictures, posters, e-mail jokes or statements,
pranks, intimidation, physical assaults or contact, and violence.  It
may also take the form of other verbal activity including derogatory statements
made within the workplace.
 
 Sexual
Harassment
 Sexual
harassment may include unwelcome sexual advances, requests for sexual favors, or
other verbal or physical contact of a sexual nature when:
 
 ·
              Submission
      to such conduct is made either explicitly or implicitly a term or
      condition for employment or
compensation.
 
 ·
              Such
      conduct has the purpose or effect of unreasonably interfering with work
      performance or creating an intimidating, hostile, or offensive work
      environment or otherwise adversely affecting another person’s employment
      opportunities.
 
 Some -
but not all - of the conduct that may be perceived as sexually offensive
includes:
 
 ·
              Repeated
      offensive or unwelcome sexual flirtations, advances or
      propositions
 
 ·
              Continual
      or repeated verbal abuse of a sexual nature or graphic verbal comments
      about a person’s body
 
 ·
              Sexually
      degrading words used to describe a
person
 
 ·
              Display
      of sexually suggestive objects or
pictures.
 
 Reporting
Discrimination or Harassment
 Youshould report complaints
of discrimination or harassment immediately to Human Resources or an officer of
the Trust.  If you do not feel comfortable discussing the problem with
one of these people, or if you believe your complaint was not appropriately
resolved, you may contact any director of the Trust.
 
 Your
complaint will be handled as confidentially as possible.  However,
certain individuals may need to be informed of a complaint to help resolve
it.  Information about the complaint will be disclosed only when
necessary.
 
 When an
employee reports an alleged incident of harassment or discrimination, the Trust
will conduct a thorough,
  
  prompt
investigation and, if necessary, take disciplinary action up to and including
termination of employment.  All employees must cooperate fully with
and assist the Trust in any investigation.
 
 You will
not be retaliated against for filing a complaint or participating in an
investigation.  However, maliciously or intentionally filing a false
report or inaccurate information is also grounds for disciplinary action, up to
and including termination.
 
 This
policy covers all employees, including directors, officers, supervisors, and
members of management.
 
 To keep
our workplace free of sexual harassment:
 
 ·
              If
      you are exposed to conduct that you find offensive, promptly and clearly
      tell the offending person that the language or behavior is
      unwelcome.  If you do not state your objections immediately, you
      risk allowing others to believe that you do not find the conduct
      offensive.  If you believe the response you receive is not
      appropriate, report the problem to Human Resources or an officer of the
      Trust.
 
 ·
              If
      someone tells you that your behavior is offensive, you must take the
      complaint seriously and stop the behavior
  immediately.
 
 ·
              If
      you have a problem or observe a problem or potential problem involving
      discrimination or harassment, immediately notify Human Resources or an
      officer of the Trust.
 
 ·
              If
      you do notfeel comfortable
      discussing the problem with the offending person, notify Human Resources
      or an officer of the Trust.
 
 Drug
and Alcohol Policy
 
 The Trust
is committed to maintaining a workplace free from the influence of drugs and
alcohol.  The Trust wants to provide efficient, safe working
conditions for its employees.
 
 Drugs and
alcohol can compromise health, safety, efficiency, and success at the
Trust.  For this reason, the Trust prohibits the manufacture,
distribution, dispensation, possession, use, or purchase of any illegal drugs,
inhalants, or alcohol in Trust offices, work locations, parking areas, desks,
lockers, and any vessel, vehicle, or aircraft engaged in Trust
operations.  This includes any time during working hours or when you
are performing services for the Trust.
 
 Also, for
those employees who are employed in safety-sensitive positions, the policy also
prohibits:
 
 ·
              Reporting
      for work with trace amounts of an illegal drug in your system or being
      under the influence of alcohol or an illegal
  drug
 
 ·
              Refusing
      to sign a consent form for medical testing when there are reasonable and
      probable grounds to suspect drug or alcohol use while on
    duty
 
 ·
              Refusing
      to submit to a medical test or a personal search for alcohol or other
      drugs when  there are reasonable and probable grounds to suspect
      drug or alcohol use while on duty
 
 ·
              Testing
      positive for the presence of illegal
drugs
 
 ·
              Tampering
      with a blood or urine specimen or otherwise interfering with the medical
      testing process
 
 To the
extent that this policy applies to you in your current employment position, you
must comply with this policy as a condition of employment with the
Trust.  You must sign an acknowledgment of receipt of this
policy.  If you violate this policy, you may be subject to
disciplinary action, up to and including termination of employment and possible
referral for prosecution.  If you are aware of a violation of this
policy by another employee or contractor, you must report itto your
supervisor.
  
  Trust Functions
 Moderate
social drinking is allowed in connection with business entertainment and Trust
social functions.  However, you are not expected or required to
consume alcohol, even moderately, during these activities.  You must
avoid excessive use of alcohol in all cases.  If you believe that
alcohol has impaired your judgment or alertness, you must not operate a motor
vehicle.  The Trust will reimburse you for the cost of a ride home or
overnight lodging if a ride is not available.
 
 Prescription
Drugs
 Taking
prescription drugs as medically directed is not a violation of this
policy.   However, you must tell your supervisor if the use may
impair your ability to perform an assigned job duty safely and
efficiently.
 
 Drug
Testing
 For more
detailed information regarding the Trust’s drug-testing procedures, please see
the Employee Drug/Alcohol Policy.
 
 Safety-sensitive
Positions
 Certain
positions are considered safety-sensitive.  Employees in these types
of positions may be subject to drug and alcohol testing if the Trust has
reasonable and probable grounds to believe an employee is under the influence of
drugs or alcohol while at work.  If you hold a safety-sensitive
position, you must comply with these tests and sign an acknowledgment that your
position has been designated safety sensitive.  If you do not comply
with this policy, you may be subject to disciplinary action, up to and including
termination of employment.
 
 Assistance
 If you
believe you have a drug or alcohol problem, you are encouraged to seek
assistance.  The Trust has an outsourced, confidential Employee
Assistance Plan in place.
 
 Smoke-free
Workplace
 Smoking
is prohibited in all office space, vehicles and enclosed work areas owned,
leased, used or controlled by the Trust.  If you smoke, do not smoke
in any of these areas.  You may smoke only in designated smoking
areas, if available, within the building or outside of the
building.  Smoking breaks should be reasonable both in number and
duration.
 
 The Trust
does not require that employees stop smoking.  Applicants and
employees who smoke will notbe discriminated against
on that basis.
 
 Weapons
Policy
 For your
own safety and that of your co-workers, you may not possess firearms,
ammunition, explosives, or other weapons on Trust premises, except with written
permission from the President.  An example of an authorized exception
would be explosives used in seismic operations. You must comply with this policy
as a condition of employment with the Trust.  The Trust reserves the
right to conduct weapons searches of Trust premises and employees - including
your personal effects and vehicles - without advance notice if it has reasonable
and probable grounds to do so.  Trust premises include Trust land,
offices, work locations, parking areas, desks, lockers, furniture, and any
vessel, vehicle, or aircraft engaged in Trust operations.
 
 If you
violate this policy or refuse to allow a search as described in this policy, you
will be subject to disciplinary action up to and including termination of
employment.
 
 If you
have questions or concerns about personal safety in or around the Trust’s
premises, contact the President.  If you believe that contacting the
President would not be appropriate or if you are not satisfied with the result,
you should contact any director of the Trust.
 
 Employee
Privacy Policy
 The Trust
is committed to maintaining the accuracy, confidentiality and security of
personal information it learns about its employees.  The Trust is
committed to ensuring that it collects only personal information about employees
that it needs to maintain an effective employment relationship.  For
purposes of the Trust’s employee privacy policy, “personal information” means
any information, recorded in any form, about an identified individual, or an
individual whose identity may be inferred or determined.
  
  
 The Trust
will provide its employees with the information it has about them should an
employee make a written request unless the provision of the information would
lead to disclosure of another individual’s personal information, where laws or
regulations prevent disclosure, or where it would simply be too costly to
provide the information.
 
 Any
employee who has questions about the Trust’s employee privacy policy should
contact the General Counsel.
 
 
 Standards
of Conduct
 Introduction
 The
Trust’s commitment to the highest ethical standards is a valuable asset that
should be preserved and protected by all employees.  You are expected
to observe the highest standard of business and personal ethics while performing
your duties for the Trust.  Some policies in this Code may not be
required by any specific law or ethical principle, but have been adopted because
they are sound business practices.
 
 What
the Trust Expects from You
 Although
it is not possible to list every type of ethical conduct for you to follow or
behavior for you to avoid, you must use your best judgment to decide whether
your actions might violate the Trust’s ethical standards.  To follow
some of the basic principles you should:
 
 ·
              Practice
      honesty and integrity in all dealings with other Trust employees, the
      public, the business community, customers, suppliers, and governmental and
      regulatory authorities
 
 ·
              Avoid
      conduct that may affect the Trust’s business operations - even if the
      conduct does not involve your job duties in a situation where the
      credibility, effectiveness, reputation, or overall integrity of you or the
      Trust may be damaged or called into
question
 
 ·
              Avoid
      any activity that would involve the Trust in a practice that is not in
      compliance with the Code or is or appears to be
  improper.
 
 Failure
to comply with these standards may subject you to disciplinary action, up to and
including termination.
 
 Compliance
 You are
expected to comply with the Code of Business Conduct and promptly report any
violations or suspected violations.  The overall responsibility for
complying with this Code is assigned to the President of the Trust.
 
 Reporting
Violations
 To report
a violation of the Code, you may make a report in writing, in person, or by
phone to your supervisor or the General Counsel, or follow the procedures under
the Trust’s Whistleblower Policy.
 
 If you
have a question about personnel policies, contact your supervisor or the General
Counsel.
 
 Confidentiality
 If you
make a report and request that it be treated as confidential, the Trust will
abide by your request to the extent that it is reasonably practical and
permitted by law.  However, it may not be possible to maintain strict
confidentiality in every case.
 
 Disciplinary
Action
 The Trust
may take disciplinary action against any employee who:
 
 ·
              Violates
      this Code
 
 ·
              Fails
      to promptly report violations or deliberately withholds information
      concerning violations
 
 ·
              Manages
      or supervises a violating employee if circumstances indicate poor
      supervision or a lack of
diligence
  
  
 ·
              Takes
      action against an employee because that employee reported a Code
      violation.
 
 Disciplinary
action may include but is not limited to:
 
 ·
              Counseling
 
 ·
              Oral
      or written reprimand
 
 ·
              Warning
 
 ·
              Probation
      or suspension with or without pay
 
 ·
              Demotion
 
 ·
              Reduction
      in salary
 
 ·
              Termination
      of employment
 
 ·
              Any
      other action deemed appropriate by
management.
 
 Trust
Property
 You may
use or permit the use of Trust property only to perform your job
duties.  You may not use or borrow Trust property for personal use
without prior approval from management. You must not loan Trust property to
anyone else without prior approval of management.
 
 Confidentiality
 Being
engaged in competitive businesses, the Trust maintains a policy of
confidentiality regarding its activities, plans, assets and other
information.
 
 As a
general rule, do not disclose any idea or information that, if revealed to a
competitor, might be used in any manner contrary to the best interests of the
Trust.  Only the President or General Counsel of the Trust have any
authority to waive an attorney-client or other legal privilege of the
Trust.
 
 
 Communications
and Information Systems
 
 The Trust
is the sole owner of all equipment composing its communications and information
systems and all data on such systems.  Because all components of these
systems are Trust property they should be used only for Trust related business,
except as otherwise provided below.
 
 System Monitoring
 The
content of all communications or information sent over, using, received through
or stored on the Trust’s telephones, computers, e-mails, voice mails, Internet
or intranet connections, pagers or other systems are Trust records and
property.  The Trust reserves the right to monitor, intercept, review,
block, filter, and disclose to others any communication, transaction or data
sent, received or stored on these systems at any time, periodically, randomly,
or otherwise for any maintenance, security, investigative or other purpose
determined by the Trust in its sole discretion.  Accordingly, you
should not have any expectation of privacy in connection with your use of these
systems.
 
 Internet
and E-Mail Content
 The Trust
has dedicated extensive resources to the Internet and e-mail.  You may
not use these resources in a way that might disrupt the Trust’s
operations.  You may not use these systems to send, receive, display,
or store any of the following:
 
 ·
              Illegal
      or unethical images or messages
  
  ·Sexually-explicit
images or messages
 
 ·
              Messages,
      files or programs containing offensive, harassing, or disparaging
      statements including sexually explicit images, messages, or cartoons,
      ethnic or racial slurs or epithets, or any other material based on race,
      religious beliefs, colour, gender, physical disability, mental disability,
      marital status, age, ancestry, place of origin, family status, source of
      income, sexual orientation, or participation in any protected activity as
      defined by federal or provincial human right
  legislation.
 
 If you
receive any unsolicited, improper electronic messages or mail, you must delete
them immediately and may not distribute them.
 
 Personal
Use of the Systems
 The Trust
generally expects you to use the systems only for business-related
matters.  However, from time to time you may use the phones, Internet
or e-mail for lawful personal reasons.
 
 ·
              Phones:Occasionally,
      you may need to make or receive personal phone calls during business
      hours.  Because lengthy or frequent personal phone calls can
      adversely affect job performance and disturb co-workers, you should keep
      such calls to an absolute minimum.
 
 ·
              Internet and E-Mail: You
      may access the
      Internet for personal use and may send and receive personal e-mail during
      business hours if it does not disrupt Trust operations or keep you or your
      co-workers from getting your work
done.
 
 You
should charge to your personal credit card any charges for personal or
unauthorized use of its systems, including all long-distance telephone charges
or toll charges.  Your excessive personal use of the phone system,
Internet, or e-mail is prohibited, and is subject to disciplinary action, up to
and including termination.
 
 Security
Guidelines
 To
maintain system security, youmay not disclose or
share your systems passwords to anyone unless a supervisor asks you to do
so.  If you expect to be absent from work, you must provide your
supervisor with your computer system and voice mail passwords.  The
following activities are prohibited:
 
 ·
              Accessing
      or attempting to access another employee’s e-mail, voice mailbox, or
      computer files, unless expressly authorized to do so by the other employee
      or an authorized Trust
representative.
 
 ·
              Breaching
      system security by using or attempting to use an unauthorized
      password
 
 ·
              Making
      any effort to bypass the Trust’s security
  practices.
 
 If you
believe your password or security Code has been compromised, you should contact
the Information Systems manager and change your password
immediately.
 
 Software
Guidelines
 Because
the Trust must comply with all system and personal computer software licensing
agreements, you may not remove, disable, or bypass Trust-installed software, and
mustadhere to all
Trust requirements for the use of software on the system.  This
includes but is not limited to tracking, anti-virus, or monitoring
software.  Also, you may not download or install software onto the
system without approval of the information Systems manager.
 
 Trust
Policies
 Included
in this Code of Business Conduct is the Trust’s Electronic Communications
Policy.  You are responsible for adhering to it.
 
 Discipline
 If you
violate this policy, you may be subject to appropriate disciplinary action, up
to and including termination.  In addition, if you violate a local,
state, or federal law, the Trust may, in its sole discretion, contact the
appropriate law enforcement authorities.
  
  Outside Employment
 You
should not engage in any other business, employment or other activity that in
the Trust’s sole discretion could interfere with your Trust
duties.  If you are considering any outside activity that might
violate this policy, you should discuss the activity with the President or
General Counsel before accepting it.  If you have any outside
employment that might create a conflict of interest, you are required to
disclose it on your Disclosure Statement.
 
 Political
Contributions and Activities
 The use
of corporate funds, property or services for political purposes is subject to a
wide variety of legal prohibitions and complex regulations, and also requires
advance written approval from the Trust.  The President, with the
consent of the Board of Directors, has authority and responsibility for
activities in this area.  You may, of course, engage in political
activities of your choice with your own time, efforts, and money, but the Trust
will not reimburse or subsidize you for these activities.
 
 Media
Inquiries
 You
should refer all media inquiries about the Trust or its directors or officers to
the President & Chief Executive Officer or the Chief Financial
Officer.  You should not divulge any information to the
media.  This also applies to routine inquiries for information for
directories, listings or surveys, such as statistics regarding wells drilled,
oil produced, financial strength, or number of employees.
 
 Environment,
Health, and Safety
 The Trust
is committed to the protection of the environment and to the health and safety
of its employees, customers, local communities and others who may be affected by
its varied operations.  To the fullest possible extent, the Trust
will:
 
 ·
              Conduct
      operations in a manner that protects the health and safety of its
      employees and the public, avoids an adverse impact on the environment, and
      mitigates the unavoidable impact of its operations on the environment that
      sometimes occur.
 
 ·
              Train
      and advise line managers in environmental, health and safety requirements
      and hold them accountable for compliance with this policy as it relates to
      their areas of responsibility
 
 ·
              Provide
      you with adequate training and education in safety and environmental
      matters and hold you accountable for compliance with this policy in
      performing your assigned tasks
 
 ·
              Comply
      with all applicable environmental, health and safety laws and
      regulations
 
 ·
              Provide
      technical and legal support to line managers responsible for compliance
      with this policy
 
 ·
              Encourage
      timely communication between you and your supervisor regarding
      environmental, health and safety
issues
 
 ·
              Encourage
      you to communicate your concerns to management about any unresolved
      environmental, health or safety issues you might identify in the Trust’s
      operations.
 
 ·
              Conduct
      safety and environmental reviews of Trust operations to evaluate
      compliance with this policy.
 
 ·
              For
      further information employees are referred to the Trust’s Health, Safety
      and Environment Manual.
 
 Authority
to Make Expenditures, Contracts, and Other Commitments
 
 Only
officers and employees authorized by the President or Chief Financial Officer
through the Trust’s Approval Limits Matrix may make and authorize commitments
and payments for the Trust.  No other officer or employee has the
authority to make or authorize any financial, contractual, or other commitments
or payments on behalf of the Trust.
 
  
  Business
Conduct
 
 International
Boycott
 If the
Trust expands to projects outside North America and you work on international
projects, you must comply with all Canadian and U.S. laws regardingforeign
boycotts.  These laws are complex and require detailed reports. If you
are involved in international matters for the Trust, you should seek advice on
compliance from the General Counsel.
 
 Antitrust
 The main
purpose of antitrust laws is to prohibit efforts to avoid or limit
competition.  Examples of violations include agreements between
competitors to fix or control prices, to boycott suppliers or customers, or to
divide up markets.  Some antitrust laws are vague and
complex.  To avoid violations, the General Counsel must review any
proposed agreement with a competitor or a potential competitor, other than
industry standard joint operating agreements, farm-ins and
farm-outs.
 
 Bribes
 Bribes,
kickbacks and other unlawful payments are prohibited.  This applies
even if you would use your own money or would make the payment for the Trust’s
benefit.
 
 Foreign
Corrupt Practices Act (U.S.) and Corruption of Foreign Public Officials Act
(Canada)
 If you
are working on international projects, you must comply with the Corruption of
Foreign Officials Act (Canada) (CFPOA) and the U.S. Foreign Corrupt Practices
Act (FCPA).  The CFPOA prohibits the bribery of a foreign public
official to obtain or retain an advantage as a course of business whether
conducted in Canada or elsewhere.  The Act prohibits laundering and
makes it an offense for any person to possess any property or proceeds knowing
that it was obtained or derived as a result of bribery or
laundering.  The FCPA makes it illegal to bribe any foreign government
official (including political candidates).  A bribe can be a gift or
promise of anything of value.  The acts contain complex requirements
and exceptions.  If you are involved in international matters for the
Trust, you should discuss the details of these acts with the General
Counsel.
 
 Gifts
and Entertainment
 Business
relationships should be built on trust, quality and competitive prices and
services – not on inducements such as excessive gifts.  However, part
of good business dealings and relationships sometimes include occasional
recreational activities – such as fishing, hunting, or golf – and the providing
of lodging, travel and meals.  You may participate in these activities
if
 
 ·
              You
      obtain prior approval from an officer of the Trust
  and
 
 ·
              Participation
      will not result in any specific or implicit obligation (monetary or
      otherwise) on the part of you or the
Trust.
 
 An
officer should not give approval unless the business purpose is considered
normal and prudent within the industry and would not prove embarrassing if
publicly known.
 
 Elected
officials, other governmental officials, regulatory agency employees, CCRA
employees, and outside accountants are subject to special rules on receiving
gifts, entertainment, and travel that may be stricter than the rules applicable
to business associates.
 
 Otherwise,
you may give or receive personal gifts and entertainment that are of nominal
value, considered ethical and not viewed as a bribe, kickback or other unlawful
payment.
 
 Conflicts
of Interest
 It is
Trust policy to deal fairly and honestly in all relationships with its
employees.  The Trust expects you to reciprocate in your dealings with
us.  This professionalism also applies to your relations with the
Trust’s management, other employees, customers, suppliers, competitors,
governmental agencies, or anyone who has business dealings with our
Trust.
  
  The Trust
has established specific policies regarding your relations with co-workers and
outside companies and individuals.  Any act or condition that does not
conform to these policies is considered to be in conflict with the Trust’s
interest.
 
 Although
it is not possible to anticipate every possible situation, below is a list of
some possible conflicts of interest to avoid.  The Trust recognizes
that there may be borderline cases where you may be uncertain whether your
actionsmight
result in a policy violation.  In these cases, you should contact one
of the Trust officers listed under “Compliance” before proceeding with a
transaction or relationship.
 
 To avoid
potential conflicts of interest, you are prohibited from the
following:
 
 ·
              Serving
      as an officer, director, or in a management capacity for another Trust or
      organization directly or indirectly related to the Trust’s industry unless
      you have specific authorization from the President of the Trust, or in the
      case of an officer have specific authorization from the Board of Directors
      of the Trust
 
 ·
              Disclosing
      or using confidential data or information about the Trust or other parties
      for personal advantage or for reasons contrary to the best interest of the
      Trust (for example, you may not buy stock in a Trust that is involved in a
      transaction with the Trust by using information not generally known to the
      public.)
 
 ·
              Having
      outside employment in the Trust’s industry or related industry without the
      approval of your supervisor.
 
 ·
              Obtaining
      a significant financial or other beneficial interest in one of the Trust’s
      suppliers, customers, or competitors without first notifying the Trust and
      obtaining written approval from the President of the Trust, or in the case
      of an officer have specific authorization from the Board of Directors of
      the Trust
 
 ·
              Engaging
      in a significant personal business transaction involving the Trust for
      profit or gain, unless you first get written approval from the President
      of the Trust, or in the case of an officer have specific authorization
      from the Board of Directors of the
Trust.
 
 ·
              Accepting
      money, gifts (other than gifts of nominal value), excessive hospitality,
      loans, or other special treatment from any supplier, customer, or
      competitor of the Trust. (Loans from lending institutions at prevailing
      interest rates are not prohibited under this
  policy.)
 
 ·
              Participate
      in any sale, loan, or gift of Trust property without written approval from
      the President of the Trust.
 
 ·
              Disclosing
      to a third party or investing in a business opportunity you learned of
      through your work with the Trust without first offering itto the
      Trust.
 
 You, your
immediate family, and those with whom you have a personal relationship (as
defined under “Employment of Relatives and Close Relationships”) are prohibited
from the following:
 
 ·
              Having
      an interest in any business organization that deals with the Trust where
      there is an opportunity to give or receive preferential
      treatment.  This does not include holding stocks in widely-held
      corporations that are quoted and sold on the open market.  You
      are permitted to invest in companies outside the lines of business that
      the Trust or any of its subsidiaries engage in, provided it is not a
      supplier of materials or services to, or a purchaser from, the Trust or
      any of its subsidiaries.
 
 ·
              Selling
      or leasing any kind of property, services, facilities, or equipment to the
      Trust or to any Trust, firm, or individual who is seeking to become a
      contractor, supplier, or customer, unless you first get written approval
      from the president of the Trust.  A mileage allowance for the
      use of your own vehicle on Trust-assigned duties is not prohibited under
      this provision.
 
 ·
              Contracting
      with, using, leasing, or purchasing any kind of property, facilities,
      equipment, or services from any Trust, firm, or individual who is or is
      seeking to become a contractor, supplier, or customer, unless you first
      get approval from the President of the
Trust.
  
  ·Accepting
gifts, payments, unduly extravagant entertainment, services, or loans in any
form from anyone soliciting business, or who already may have established
business relations with the Trust.  This is especially true if it
gives or appears to give the appearance of influencing your business
judgment.  You may accept gifts of nominal value and entertainment,
meals and social invitations that are customary and proper under the
circumstances and do not place the recipient under obligation.  If you
are uncertain whether accepting any such gifts, entertainment, payments or other
benefits would violate this policy, please consult with the President or General
Counsel of the Trust before accepting them.
 
 ·
              Purchasing
      leasehold or mineral interests in any geological area that the Trust is or
      may become involved in.
 
 ·
              Purchasing
      any assets, rights, or interests in businesses that directly or indirectly
      compete with the business of the Trust, unless approved by the
      President.  An investment as a limited partner in a public
      partnership or royalty trust or the purchase of securities in a public
      corporation is allowed.
 
 Insider
Trading
 The
Trust’s policy on insider trading is in part a personal warning for your
benefit.  Insider trading is a matter for which the Trust itself may
not be accountable, but which could lead to very serious legal consequences for
you.  Because the rules on insider trading are complex, and the Trust
has determined that the rules should also include trading in trust units of
Enterra Energy Trust, the Trust has approved a separate Trading
Policy.
 
 Violations
of the Trading Policy may lead to disciplinary actions, including termination of
employment.
 
 Information
and Inventions
 All
inventions, technical data, software programs, models and templates, business
concepts and other information that you or any other employee develop are the
exclusive property of the Trust if the information or inventions pertain to
Trust business or are within the scope of your duties.
 
 Business
Records
 Reliable
records are critical to any business.  Every transaction with outside
parties must be entered in appropriate books promptly, accurately and in
accordance with Trust procedures and generally accepted accounting
practices.  No unrecorded cash funds or other assets will be
established for any purpose.
 
 You may
not destroy business records, except in accordance with the Trust’s record
retention policy.
 
 Business
records may not be removed from the Trust’s premises without approval of your
supervisor or manager unless their removal is specifically a part of your job
duties.
 
 Trade
Secrets
 You are
prohibited from the unauthorized copying, taking, transmitting, receiving or
possessing of trade secrets of the Trust, a previous employer, or any other
party or from attempting or agreeing to do any of these
things.  Federal law in the U.S. imposes harsh criminal penalties for
these violations and defines “trade secret” in very broad terms.  It
can include financial, business, scientific, technical, economic and engineering
information in virtually any form.  From a Canadian perspective, the
U.S. law is relevant as it applies to corporations which commit offenses outside
the U.S. or take action in furtherance of offenses committed in the
U.S.
 
 Violations
can lead to serious legal consequences for you and the Trust.  You
should not attempt to make or even influence any decisions by or for the Trust
on the basis of trade secrets of another party unless the Trust has the legal
authority to use that trade secret for that purpose.
 
  
  Acknowledgements
 
 Code
of Conduct
 I have
received and read this Code of Business Conduct.  I understand its
contents and agree to abide by it.  I acknowledge that the Code is a
statement of legal and ethical principles for individual and business
conduct.  I understand that it is binding on me as part of the
conditions of my employment or continued employment and I consent to its
terms.   I understand that my failure to comply with the Code or
any other Trust policy may result in disciplinary action, up to and including
the immediate termination of my employment.
 
 I further
understand my responsibility to report violations or potential violations of
this Code or of any laws and that I should report any to the President or
General Counsel of Enterra Energy Trust or any director.
 
 Confidentiality
of Information
 I am
aware that confidential information may be made available to me during the
course of my employment — for example, operations, trade secrets, financial
information, concepts, and other related information.  I understand
that this information is proprietary and critical to the success of the
Trust.  While employed, as well as after my termination of employment,
whether voluntary or involuntary, I agree not to utilize or exploit this
information with or disclose itto any individual or
Trust unless required to do so by law.
 
 Anti-harassment
and Non-discrimination
 I have
read and I understand the Anti-harassment and Non-discrimination policies
described in this Code of Business
 Conduct,
and I agree to follow the procedures for reporting incidents of harassment,
discrimination, violence, and
 other
unfair treatment.
 
 I
understand that if I have a problem with a manager or supervisor, I should file
a complaint with Human Resources or an officer of the
Trust.  Reporting a problem will not result in mistreatment or
retaliation by anyone, including the manager or supervisor in
question.
 
 Signature:
 
 Printed
Name:
 
 Date:
 
 Please
return form to:
 Human
Resources, Enterra Energy Trust #2700, 500-4th Avenue
SW, Calgary, AB T2P 2V6
 
 
  
  
 Conflict
of Interest
 
 Please
answer “Yes” or “No” to the following questions.  If the answer to any
question is “Yes”, full details must be provided on the reverse side or as part
of your Disclosure Statement.
 
 A.
              Have
      you or, to your knowledge, has any member of your immediate family, at
      anytime during the period in the current and last fiscal
    year:
 
 (1)
              Engaged,
      directly or indirectly, in any transaction for the purchase or sale of
      materials or other property, or services by or to Enterra otherwise than
      in the normal capacity of director, officer, employee or consultant of
      Enterra;
 
 Yes
__________                                                      No
__________
 
 (2)
              Been
      an officer, director, partner or employee of any corporation, partnership,
      or other organization which, to your knowledge, has engaged in any
      transaction described in (1) above with
Enterra;
 
 Yes
__________                                                      No
__________
 
 (3)
              Been
      interested monetarily, directly or indirectly, in any organization doing
      business with Enterra (unless as a holder of less than one percent of the
      voting securities issued by an entity whose securities are publicly
      traded);
 
 Yes
__________                                                      No
__________
 
 (4)
              Been
      a recipient, directly or indirectly, of any payments or significant gifts
      of any kind from or on behalf of any organization doing business with
      Enterra (unless by the way of dividend or interest payments made by an
      entity whose securities are publicly traded) which would contravene
      Enterra’s Code of Business Conduct?
 
 Yes
__________                                                      No
__________
 
 B.
              Is
      any transaction contemplated, involving you or any member of your
      immediate family, which if consummated, would be described in answer to
      any of the preceding items?
 
 Yes
__________                                                      No
__________
 
 C.
              Are
      you aware of any interest or activity on your part, or on the part of any
      member of your immediate family, which is in conflict with the interest of
      Enterra?
 
 Yes
__________                                                      No
__________
 
 Signature:
 
 Printed
Name:
 
 Date:
 
 Please
return form to:
 Human
Resources, Enterra Energy Trust #2700, 500-4th Avenue
SW, Calgary, AB T2P 2V6
  
  
 Disclosure
Statement
 
 Information
previously reported on this form does not need to be reported again this year
unless you have a significant change in the nature or status of what was
reported.
 
 You are
required to report on this form any information about:
 
 ·
              Any
      interest in any oil and gas related property (other than through stock in
      a publicly traded Trust) that you or a family member might
      have
 
 ·
              Any
      position as a director, officer, employee, consultant, trustee, or advisor
      for any other Trust or business entity that you
  hold
 
 ·
              Any
      other situation that you are involved in that may be covered by the
      “Conflicts of Interest” policy in the
Code.
 
 You may
attach additional pages if necessary and return this form to:
 
 Human Resources Department
 Enterra Energy Trust
 2700, 500 – 4th Avenue
S.W.
 Calgary, Alberta T2P 2V6
 
 If you
have any questions about this form, you may contact Human Resources at Enterra
Energy.