**Exhibit 14**

 

**WHITTIER ENERGY CORPORATION**

 

**CODE OF BUSINESS CONDUCT AND ETHICS**

 

**Introduction**

 

Whittier Energy Corporation has a long-standing commitment to conductits business in compliance with all applicable laws and regulations and inaccordance with the highest ethical principles. Among our guiding principles are honesty, integrity and quality in allthat we do.  This Corporate Code ofBusiness Conduct and Ethics (the “Code”) containing these principles hasbeen provided to our employees, officers and directors in order to assist themin meeting our legal and ethical obligations.

 

The Code sets forth standards of conduct for all officers, directorsand employees of Whittier Energy Corporation and each of its wholly-owned ormajority-owned subsidiaries, or joint ventures for which Whittier EnergyCorporation has management responsibility (such entities being individuallyand/collectively referred to as the “Company” in the Code), includingall full and part-time employees and certain persons that provide services onour behalf, such as agents, representatives and consultants.  Throughout the Code, the term “Company”is used to refer to the enterprise as a whole, to each person within it, and toany person who represents the Company.

 

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, officers and directorsof the Company.  All of our employees,officers and directors must conduct themselves accordingly and seek to avoideven the appearance of improper behavior. If a law conflicts with a policy in the Code, the employee, officer ordirector must comply with the law; however, if a local custom or policyconflicts with the Code, the employee, officer or director must comply with theCode.  If any aspect of the Code isunclear, or there are questions or dilemmas that are not addressed, theemployee or officer should ask her/his supervisor as to how to handle thesituation.  Because the Code discussesboth legal and ethical responsibilities, non-compliance with certain aspects ofthe Code could result not only in disciplinary action, but may also subject theindividual offender and the Company to civil and/or criminal liability.

 

If any employee, officer or director is in, or aware of, a situationwhich may violate or lead to a violation of the Code, then that employee,officer or director should follow the guidelines described in Sections 13 and14 of the Code.

 

**1.****                                      Compliancewith Laws, Rules and Regulations**

 

Obeying the law, both in letter and in spirit, is the foundation of theCompany’s ethical standards.  Allemployees, officers and directors are expected to respect and comply withlocal, state, provincial and/or federal laws and requirements as a conditionfor continued employment or service. Although not all employees and officersare expected to know the details of these

 

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laws, it is important to knowenough to determine when to seek advice from supervisors, managers or otherappropriate personnel.  All employees,officers and directors are expected to meet the highest standards ofprofessional conduct in their dealings with, or on behalf of, the Company andits customers and vendors.  The Companydoes not tolerate unethical financial or business practices by employees,officers or directors even when they do not violate fraudulent or unfairbusiness practices laws.

 

**2.****                                      Conflictsof Interest**

 

The Company expects that each employee, officer and director will usegood judgment, high ethical standards and honesty in all businessdealings.  Observing these principlesshould prevent any conflict of interest. A “conflict of interest” exists when a person’s private interest has thepotential of interfering in any way with making decisions that are in theinterests of the Company.  A conflictsituation can arise when an employee, officer or director has interests thatmay make it difficult to perform his/her Company work objectively andeffectively.  Conflicts of interest ofthis nature arise when an employee, officer or director, or members of his orher family, receives improper personal benefits as a result of his/her positionin the Company.  For example, loans to,services provided to, or guarantees of obligations of, employees, officers ordirectors and/or their family members create conflicts of interest.  It is a conflict of interest for a Companyemployee, officer or director to work simultaneously for a competitor, customeror supplier of the Company.  The bestpolicy is to avoid any direct or indirect personal or business connection withthe Company’s customers, suppliers, or competitors, except on the Company’sbehalf.  Conflicts of interest may notalways be clear-cut, so if you have a question, you should consult with theCompany’s General Counsel or Chief Financial Officer.  Any employee, officer, or director whobecomes aware of a conflict or potential conflict should bring it to theattention of the individual designated in Section 14 of the Code.

 

**3.****                                      InsiderTrading**

 

Employees, officers and directors who have access to confidentialinformation are not permitted to use or share that information for stocktrading purposes or for any other purpose except the conduct of ourbusiness.  All non-public informationabout the Company should be considered confidential information.  To use non-public information for personalfinancial benefit or to “tip” others who might make an investment decision onthe basis of this information is not only unethical but also illegal. Thecomplete text of the Company’s Insider Trading Policy is available upon requestfrom the Company’s Securities Compliance Officer.

 

**4.****                                      CorporateOpportunities**

 

Employees, officers and directors are prohibited from taking advantagepersonally of opportunities discovered through the use of corporate property,information or position.  Employees,officers and directors owe a duty to the Company to advance its legitimateinterests when opportunities arise.  Noemployee, officer or director may use corporate property, information, or positionfor improper personal gain, and no employee, officer or director may competewith the Company directly or indirectly. If one believes that there is an exception, due to advantages to theCompany, then management or the Board of Directors must be fully

 

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informed and determine that anyundertaking is consistent with the Company’s business objectives.

 

**5.****                                      Competitionand Fair Dealing**

 

The Company makes commercial decisions based on its best interests.  These decisions are made independently of,and free from, any understandings or agreements with any competitors and infull compliance with all applicable antitrust laws and regulations.  All employees, officers and directors mustavoid any conduct that violates, or which might appear to violate, antitrustlaws, which include any understanding, agreement or consultation withcompetitors regarding prices, terms of sale, division of markets, allocationsof customers or any other activity that restrains competition among sellers andpurchasers.  All employees, officers anddirectors must promptly refer to the Legal Department any inquiries orinvestigations on antitrust matters affecting the Company.

 

We seek to outperform our competition fairly and honestly.  We seek competitive advantages throughsuperior performance, never through unethical or illegal businesspractices.  Stealing proprietaryinformation, possessing trade secret information that was obtained without theowner’s consent, or inducing such disclosures by past or present employees ofother companies is prohibited.  Eachemployee, officer and director should endeavor to respect the rights of anddeal fairly with the Company’s customers, suppliers, competitors andemployees.  No employee, officer ordirector should take unfair advantage of anyone through manipulation,concealment, abuse of privileged information, misrepresentation of materialfacts, or any other intentional unfair-dealing practice.

 

The purpose of business entertainment and gifts in a commercial settingis to create goodwill and sound working relationships, not to gain unfairadvantage over customers, suppliers, competitors, or employees.  No gift or entertainment should ever bedirectly or indirectly offered, given, provided or accepted by any Companyofficer, director, employee, any family member of an employee, officer ordirector or any agent (acting in its capacity as such) to or from any customer,supplier or competitor of the Company unless it: (1) is not a cash gift, (2) isconsistent with customary business practices, (3) is not excessive in value,(4) cannot reasonably be construed as a bribe or payoff, and (5) does notviolate any laws or regulations.  Pleasediscuss with your supervisor any gifts or proposed gifts which you are notcertain are appropriate.

 

**6.****                                      Discriminationand Harassment**

 

The diversity of the Company’s employees is a tremendous asset.  We are firmly committed to providing equalopportunity in all aspects of employment and will not tolerate any illegal discriminationor harassment of any kind.  Examplesinclude derogatory comments based on racial, ethnic, or gender characteristicsand unwelcome sexual advances.  Pleaserefer to your employee handbook for more information on discrimination andharassment.

 

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**7.****                                      Health,Safety and Environment**

 

The Company is committed to providing a safe and healthy workenvironment and to conducting our various businesses in a safe andenvironmentally protective manner.  All employeesand officers are expected to perform their duties consistent with site specificsafety and environmental rules and regulations, site application of Companybest practices and, at minimum, are expected to obey all local, state,provincial and federal laws and regulations. All employees and officers also should carry out their duties in allways that enhance health, safety and environmental compliance.  Employees and officers are expected to bringto management’s attention any practices or conditions that are inconsistentwith these objectives.  To the extentmanagement does not satisfactorily address and resolve a matter, an employee oran officer may confidentially submit, for independent review, information thatinappropriate practices are occurring and/or unsafe conditions are beingtolerated.

 

**8.****                                      Record-Keeping**

 

The Company requires accurate recording and reporting of information inorder to make responsible business decisions. For example, only the actual number of hours worked should be reported.  Many employees and officers regularly usebusiness expense accounts, which must be documented and recordedaccurately.  If you are not sure whethera certain expense may be legitimately charged to the Company, ask yoursupervisor.  All of the Company’s books,records, accounts and financial statements must appropriately reflect theCompany’s transactions and must conform to applicable legal requirements, togenerally accepted accounting principles, and to the Company’s system ofinternal controls.  Unrecorded or “offthe books” funds or assets should not be maintained unless permitted byapplicable law or regulation, and reviewed by outside audit and counsel, inaccordance with generally accepted accounting principles.  Periodic and other reports (financial andotherwise) to foreign, federal, state and local government agencies and theCompany’s stockholders must present a full, fair, accurate, timely andunderstandable disclosure of the Company’s financial and businessactivities.  Business records and communicationsoften become public, and we should avoid exaggeration, derogatory remarks,guesswork, or inappropriate characterizations of people and companies that canbe misunderstood. This applies equally to e-mail, internal memos, and formalreports.  Records should always beretained according to the Company’s record retention policies.

 

**9.****                                      Confidentialityand Protection of Company Assets**

 

Employees, officers and directors must maintain the confidentiality ofsensitive information entrusted to them by the Company, its customers, partnersor business associates, except when disclosure is authorized by a supervisor orrequired by laws or regulations. Confidential information is labeled as such, and includes all non-publicinformation that might be of use to competitors, or which might be harmful tothe Company or its customers, partners, or business associates ifdisclosed.  It includes, for example,trade secrets, processes, formulas, data, know-how, improvements, techniques,business forecasts, plans and strategies, and information concerning customersand vendors, information that suppliers and customers have entrusted to us orthat the Company has obligated itself to maintain in confidence.  The obligation to preserve confidentialinformation continues even after employment ends.

 

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Employees, officers and directors are obligated to protect the Company’sassets, including its proprietary information. Proprietary information includes intellectual property such as tradesecrets, patents, trademarks, and copyrights, as well as business, marketingand service plans, engineering and manufacturing ideas, designs, databases,records, salary information and any unpublished financial data and reports.  Unauthorized use or distribution of thisinformation would violate Company policy. It could also be illegal and result in civil or even criminal penalties.

 

**10.****                               ProperUse of Company Assets**

 

All employees, officers and directors should endeavor to protect theCompany’s assets and ensure their efficient use.  Theft, carelessness, and waste have a directadverse impact on the Company’s performance. All Company assets should be used only for legitimate businesspurposes.  Any suspected incident offraud, theft, embezzlement or other wrongdoing should be immediately reportedby an employee to his or her immediate supervisor or, if the employee isuncomfortable reporting to his or her supervisor, then to the Company’s ChiefFinancial Officer for investigation. Investigations of suspected dishonest and fraudulent activity willalways be conducted in strictly confidential procedures.  Company charge accounts, credit cards, bankaccounts and other resources are strictly limited to Company use; personalcharges on Company accounts are prohibited, though nominal personal chargesthat occur in connection with, and are incidental to, a legitimate businesspurpose may be permitted if they are promptly reported and reimbursed inaccordance with Company policy.  Companyequipment should not be used for non-Company business, though incidentalpersonal use and properly authorized use of Company cars may be permitted.

 

**11.****                               PoliticalInvolvement**

 

The Company’s policy is to comply with all applicable laws orregulations governing corporate political contributions. Political donationsfor any candidate for federal office may not be made on behalf of the Companyby any employee, officer or director. Even in jurisdictions where corporate political contributions are legal,an employee, officer or director is not authorized to make any contribution onbehalf of the Company unless it has been reviewed and approved by the LegalDepartment.

 

Neither the Company nor any employee, officer or director may make apolitical contribution to a foreign entity on behalf of the Company. The U.S.Foreign Corrupt Practices Act prohibits giving anything of value, directly orindirectly, to officials of foreign governments or foreign political candidatesin order to obtain or retain business. In addition, the U.S. government has a number of laws and regulationsregarding business gratuities which may be accepted by governmentpersonnel.  The promise, offer ordelivery to an official or employee of the U.S. government of a gift, favor orother gratuity in violation of these rules would not only violate Companypolicy but could also be a criminal offense. State and local governments, as well as foreign governments, may havesimilar rules.    Consult your supervisorif you have any questions.

 

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**12.****                               Waiversof this Code of Business Conduct and Ethics**

 

Changes in or waivers of the Code may be made only by the Board ofDirectors of the Company or, in the case of any change in or waiver of the Codefor principal executive officer, principal financial officer, principalaccounting officer, controller or persons performing similar functions (“PrincipalOfficers”), only by the independent directors on the Board of Directors ofthe Company.  All changes in or waiversof the Code for Principal Officers will be promptly disclosed as required bylaw or stock exchange regulations.

 

**13.****                               Reportingany Illegal or Unethical Behavior**

 

Employees are encouraged to talk to supervisors, managers or otherappropriate personnel about observed illegal or unethical behavior and when indoubt about the best course of action in a particular situation.  Employees, officers and directors arerequired to report any violations of laws, rules, regulations or the Code inaccordance with Section 14.  It is thepolicy of the Company not to allow retaliation or retribution for reports ofmisconduct by others made in good faith by employees.  “Good faith” does not mean that you have tobe right – but it does mean that you believe that you are providing truthfulinformation.  Employees, officers anddirectors are expected to cooperate in internal investigations of misconduct.

 

**14.****                               ComplianceProcedures**

 

We must all work to ensure prompt and consistent action againstviolations of the Code.  However, in somesituations it is difficult to know right from wrong.  Since we cannot anticipate every situationthat will arise, it is important that we have a way to approach a new questionor problem.  These are the steps to keepin mind:

 

•                  Make sure youhave all the facts. In order to reach the right solutions, we must be asfully informed as possible.

 

•                  Askyourself:  What specifically am I beingasked to do? Does it seem unethical or improper?  This will enable you to focus on the specificquestion you are faced with, and the alternatives you have.  Use your judgment and common sense.

 

•                  Clarify yourresponsibility and role.  In mostsituations, there is shared responsibility. Are your colleagues informed?  Itmay help to get others involved and discuss the problem.

 

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

 

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•                  Seek helpfrom Company resources.  Anyquestions concerning the application or interpretation of this Code or thepolicies referenced herein should be directed to the Legal Department.  In the rare case where it may not beappropriate to discuss an issue with your supervisor, or where you do not feelcomfortable approaching your supervisor with your question, discuss it with theCompany’s Chief Financial Officer, Michael B. Young, by calling 713850-1880.  If you prefer to write,address your concerns to: Whittier Energy Corporation, 333 Clay Street, Suite1100, Houston, Texas 77002, Attention: Michael B. Young, CFO.  If you do not feel comfortable reportingwrongdoing to an Officer of the Company, you may call Chuck Buckner, theChairman of the Company’s Audit Committee, at 713 850-1880.

 

•                  You canreport ethical violations in confidence and without fear of retribution.  If your situation requires that your identitybe kept secret, your anonymity will be protected.  The Company does not permit retaliation orretribution of any kind against employees for good faith reports of ethicalviolations.

 

•                  Always askfirst, act later:  If you are unsure ofwhat to do in any situation, seek guidance before you act.

 

**This Code sets forth guidelines which allofficers, directors and employees are required to follow and any failure tocomply with this Code may result in the termination of employment or service.  However, nothing in this Code shall beconstrued to create a contractual right to employment where none previouslyexisted or shall in any way alter the at-will nature of an employee’semployment.**

 

**The board of directors, in discharging itsgovernance responsibilities, reserves the right to amend, alter, or terminatethis Code or its policies at any time for any reason.**

 

ACCEPTED AND AGREED TO on                                               ,

 

 

 
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