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CODE OF CONDUCT

PUTTING THE CODE OF CONDUCT TO WORK

Meeting Our Shared Obligations

Our business depends on the reputation of Petrohawk Energy Corporation and its subsidiaries (the “Company”) and its employees for integrity and principled business conduct. This Code of Conduct helps each of us in this endeavor by providing a statement of fundamental principles and key policies and procedures that govern the honest and ethical conduct of our business. While this Code provides a brief summary of the standards of conduct that are the foundation of our business operations, it is not possible to cover all situations confronting our personnel in the day to day conduct of their many activities. We must rely on the individual judgment and personal ethical standards of each of us to maintain a high standard of honesty and integrity in conducting our business.

This Code applies to all of our directors, officers, and employees. In addition, we expect others who work on our behalf, such as agents and consultants, to be guided by this Code in their work on our behalf. Each of us is responsible for knowing and understanding the policies and guidelines contained in the following pages. If you have questions, ask them; if you have ethical concerns, raise them.

RESPONSIBILITY TO OUR ORGANIZATION

Compliance with Governmental Laws, Rules and Regulations

We, at the Company, are committed to conducting our business and relationships in accordance with all applicable laws, rules and regulations, including insider trading laws and in accordance with high standards of business ethics.

If a law conflicts with a policy of this Code of Conduct, you must comply with the law; however if a local custom or policy (other than a policy set forth in the Code of Ethics for CEO and Senior Financial Officers as applicable to them) conflicts with this Code of Conduct, you must comply with this Code of Conduct.

Conflicts of Interest

A conflict of interest occurs when your private interests interfere in any way (or even appear to interfere) with the interests of the Company as a whole. You must conduct the Company’s business in an honest and ethical manner, including the ethical handling or avoidance of actual or apparent conflicts of interest between personal and professional relationships, and not act in a manner that could cause you to lose your independence and objectivity or that could adversely affect the reputation of our Company or damage the Company in any way.

Although we cannot list every conceivable conflict, every employee should disclose any material transaction or relationship that reasonably could be expected to give rise to a conflict of interest to the Company’s General Counsel (“General Counsel”). Every member of the Board of Directors and the General Counsel should disclose any material transaction or relationship that reasonably could be expected to give rise to a conflict of interest to the Chairman of the Audit Committee of the Board of Directors. The following are some common examples that illustrate actual or apparent conflicts of interest to be avoided:

Improper Personal Benefits from the Company

Conflicts of interest arise when an employee, officer or director, or a member of his or her Immediate Family (spouse, parents, children and siblings, whether by blood, marriage or adoption (including mother-in-law, father-in-law, brother-in-law and sister-in-law)) or persons living in such employee’s, officer’s or director’s household, receives improper personal benefits as a result of his or her position in the Company. The persons identified in the preceding sentence may not accept any benefits from the Company that have not been duly authorized and approved pursuant to Company policy and procedure, including any Company loans or guarantees of your personal obligations. Personal loans by the Company to our executive officers and directors are prohibited.

Interests in Other Businesses and Business Arrangements with the Company

In general, employees of the Company, members of their Immediate Families and persons living in such employee’s household (together “Employee Representatives”) may not own or hold any material interest in any other enterprise if that interest compromises such employee’s loyalty to the Company. Employee Representatives may not own or hold an interest in a company that competes with the Company or in an entity with which the Company does business, nor may an employee participate in a joint venture, partnership or other business arrangement with the Company or any of its affiliates, in each case without the approval of the General Counsel after consultation with the Chairman of the Audit Committee. In addition, an Employee Representative may not act as a director, officer, consultant or employee for any business institution with which we have a competitive or significant business relationship, unless so requested by the Company or approved by the General Counsel after consultation with the Chairman of the Audit Committee. . Nor may an Employee Representative accept, unless so approved, directly or indirectly, money or benefits of any kind from a third party as compensation or payment for any advice or services that the Employee Representative may provide to any persons or entities in connection with its business with the Company. In any case where the person seeking approval of an activity under this paragraph is the General Counsel, the Chairman of the Audit Committee shall make the relevant decision.

Our directors should disclose any actual or potential conflict of interest involving such director to the Chairman of the Audit Committee, including the existence of any of the following: (i) any material or controlling interests owned or held in a company that competes with the Company or in any entity with which the Company does business or has any participation in a joint venture, partnership or other business arrangement with the Company or any of its affiliates, (ii) any instance when such person is acting as a director, officer, consultant or employee for any business institution with which the Company has a competitive or significant business relationship, and (iii) any compensation or payments for any advice or services that such person may provide to any persons or entities in connection with its business with the Company. In the event an actual conflict of interest involving a director shall arise (as opposed to a potential conflict of interest), such director shall also report such conflict to the entire Board of Directors. The Audit Committee of the Board of Directors has the authority to evaluate conflicts of interest and recommend actions to be taken by the Board of Directors in connection with conflicts of interests or to report the existence of any such conflict of interest to the full Board of Directors for it to take action.

An ownership interest of less than 1% of the equity securities of a publicly traded company by officers, directors or employees will not be deemed to raise a conflict of interest.

Corporate Opportunities

As employees, officers and directors of the Company, we owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises. An employee, officer or director can violate this duty if he personally profits from a business opportunity which rightfully belongs to the Company. An employee is prohibited from taking for himself personally opportunities that are discovered through the use of corporate property or information or his position at the Company. Similarly, an employee may not use corporate property, information or his position for personal gain, nor may he compete with the Company or market products or services in competition with the Company’s current or potential business activities.

Outside Employment or Activities With a Competitor

Except as otherwise approved in writing as discussed under “Waivers of the Code of Conduct,” the Company expects all employees to devote their full business time to their employment with the Company. The simultaneous employment with, or serving as a director of or a consultant to, a competitor of the Company is prohibited for all employees, as is any activity that is intended to or that an employee should reasonably expect to advance a competitor’s interests, in each case without approval of the General Counsel. It is each employee’s responsibility to consult with the Company’s General Counsel to determine whether a planned activity will compete.