CODE OF BUSINESS CONDUCT AND ETHICS



1.  Introduction

In this Code of Business Conduct and Ethics, the terms "Vintage," "Company," "we," "us," and "our" mean Vintage Petroleum, Inc. and all of its subsidiaries. The policies and procedures set forth in this Code govern the conduct of every aspect 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 you to maintain a high standard of honesty and integrity in conducting our business.

This Code applies to all directors, officers and employees of Vintage and to all Vintage business locations throughout the world. Those who violate the standards of this Code will be subject to disciplinary action, including warnings, suspensions, termination of employment, or such other actions as may be appropriate under the circumstances. If you are in a situation which you believe may violate or lead to a violation of this Code, follow the guidelines described in Section 18 of this Code.

2.  General Policy

It is our policy to conduct our business in accordance with applicable laws, rules and regulations, with honesty and integrity, in a manner which demonstrates respect for local cultural and ethnic customs, and with a strong commitment to the highest standards of ethics. We demand high standards of integrity and sound ethical judgment from our personnel at all times.

3.  Conflicts of Interest

A "conflict of interest" exists when a person's private interest interferes in any way with the interests of Vintage. Each of you have a duty to avoid financial, business or other relationships which might be opposed to our interests or might cause a conflict with the performance of your duties. You should conduct yourself in a manner that avoids even the appearance of conflict between your personal interests and those of the Company.

A conflict of interest situation may arise in many ways. A conflict situation can arise when you take actions or have interests that may make it difficult to perform your work on behalf of the Company objectively and effectively. Conflicts of interest may also arise when you, or members of your family, receive improper personal benefits as a result of your position in the Company. Loans to, or guarantees of obligations of, you and your family members may create conflicts of interest. It is not possible to discuss every circumstance that may lead to a conflict of interest, but the following examples are illustrative:

4.  Corporate Opportunities

You are prohibited from taking for yourself personally, opportunities that are discovered, through the use of corporate property, information or position, without the consent of the Board of Directors. You may not use corporate property, information or position for improper personal gain, and you may not compete with the Company directly or indirectly. You owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

5.  Unauthorized Use of Corporate Funds and Assets

The use of corporate funds or assets for any unlawful or improper purpose is strictly prohibited. Examples include illegal corporate political contributions to candidates, parties or government officials in any country, and payments to any government officials or private individuals to induce customers to purchase our goods and services. See Section 9 of this Code for certain specific restrictions and approval requirements.

6.  Record Keeping

Financial statements and the books and records on which they are based must accurately reflect all corporate transactions. All receipts and disbursements of Company funds must be properly recorded in the books, and records must disclose the nature and purpose of the Company's transactions. All records and transactions are subject to review by internal and external auditors. Full cooperation with the auditors is expected and under no circumstances will any relevant information be intentionally withheld from them.

The following requirements apply to all Company records:

Business records and communications often become public, and we should avoid exaggeration, derogatory remarks, guesswork or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to e-mails, internal memos and formal reports. Records should always be retained or destroyed according to any record retention policies that we may have.

7.  Political Contributions and Activities

We encourage you to maintain an interest in political matters in your home country, but recognize that participation in politics is primarily a matter of individual choice. Involvement and participation in political activities must be on an individual basis, your own time, and at your own expense. Further, when you speak on public issues, it must be made clear that comments or statements made are your own and not those of the Company.

Your participation in political activities in a country where you are not a citizen may jeopardize your continued right to live and work in such country. Accordingly, such participation is prohibited.

No Company funds or assets, including the work time of an employee, will be contributed, loaned, or made available, directly or indirectly, to any political party or to the campaign of any candidate for political office.

8.  Prohibited Payments

It is our policy to deal with clients and suppliers, and the governments of all jurisdictions in which we operate, in a straightforward and aboveboard manner.

In addition to other standards of conduct set forth in this Code, you may not directly or indirectly offer or provide any gift, gratuity, or entertainment as a bribe, kickback, or other payment to any government official or employee to obtain or retain business or special concessions.

Similarly, you are not authorized to make payments as a bribe, kickback or other payment, including commissions, finder's fees, etc., to employees of other companies or organizations, directly or indirectly, for the purpose of obtaining favorable treatment in securing business or otherwise obtaining special concessions from such other companies or organizations.

9.  Foreign Corrupt Practices Act of 1977

The Foreign Corrupt Practices Act of 1977, as amended, in general, prohibits the giving of money or things of value to a non-U.S. government official, political candidate, or political party for the purpose of obtaining or retaining business.

Under the provisions of the Act:

10.  Retaining Agents, Consultants and Representatives

Our agents, consultants and representatives are expected to comply with the applicable provisions of this Code. You should not hire or retain any person or entity to assist with the acquisition, development or retention of business until the Company has received full details regarding the background and reputation of the individual or entity to be hired or retained.

11.  Competition and Fair Dealing

We seek to outperform our competition fairly and honestly. We seek competitive advantages through superior performance, never through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information that was obtained without the owner's consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each of you should endeavor to respect the rights of and deal fairly with our customers, suppliers, competitors and employees. You should not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.

12.  Confidentiality

You must maintain the confidentiality of confidential information entrusted to you by us or our customers, except when disclosure is authorized by the General Counsel or required by laws or regulations. Confidential information includes all non-public information that might be of use to competitors, or harmful to us or our customers, if disclosed. It also includes information that suppliers and customers have entrusted to us. The obligation to preserve confidential information continues even after employment ends.

13.  Protection and Proper Use of Our Assets

You should endeavor to protect our assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on our profitability. Any suspected incident of fraud or theft should be immediately reported for investigation. Company equipment should not be used for non-Company business, though incidental personal use may be permitted.

The obligation of employees to protect our assets includes our proprietary information. Proprietary information includes intellectual property as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data or reports. Unauthorized use or distribution of this information would violate Company policy and may also be illegal and result in civil or criminal penalties.

14.  Compliance with Antitrust Laws

Our businesses are subject to the provisions of the various antitrust laws. Antitrust laws are based on the principle that the economy and public will benefit from a healthy state of business competition, free from unreasonable restraints. Under these laws, companies may not enter into agreements with other companies that unreasonably restrict the competitive process. It is our policy to comply with applicable antitrust laws.

15.  Securities Laws and Insider Trading

The United States Securities and Exchange Commission and the New York Stock Exchange require prompt public disclosure of material information about us. It is our policy that all disclosures to the public, including periodic reports, press releases, speeches and stockholder communications will be full, fair, accurate, timely and understandable. Employees must not use for personal gain, or reveal outside of the Company, material information which is neither known or available to the general public.

16.  Waivers of the Code

Any waiver of the Code for executive officers and directors may be made only by the Board of Directors or a Board committee and will be promptly disclosed as required by law or stock exchange regulation.

17.  Reporting any Illegal or Unethical Behavior

You are encouraged to talk to supervisors, managers or other appropriate personnel, including, if necessary, the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer or the General Counsel, about observed illegal or unethical behavior and when in doubt about the best course of action in a particular situation. It is our policy to prohibit retaliation against you for reports of misconduct by others that you make in good faith. You are expected to cooperate in internal investigations of misconduct.

18.  Compliance Procedures

We must all work to ensure prompt and consistent action against violations of this Code. However, in some situations it is difficult to know right from wrong. Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem. These are the steps to keep in mind:

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

b.       Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? This will enable you to focus on the specific question you are faced with, and the alternatives you have. Use your judgment and common sense; if something seems unethical or improper, it probably is.

c.        Discuss the problem with your supervisor. This is the basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about the question, and will appreciate being brought into the decision-making process. Remember that it is your supervisor's responsibility to help solve problems.

d.       Seek help from Company Resources. In cases where it may not be appropriate to discuss an issue with your supervisor, or where you and your supervisor need assistance in applying this Code to a particular situation or need assistance in determining whether a particular type of conduct is illegal or unethical, contact the General Counsel.

e.        You may report ethical violations in confidence and without fear of retaliation. If your situation requires that your identity be kept secret, your anonymity will be protected. We do not permit retaliation of any kind against employees for good faith reports of ethical violations.

f.         Always ask first, act later. If you are unsure of what to do in any situation, seek guidance before you act.


19.  Summary

It is expected that every Vintage employee will transact our business with the highest standards of integrity. By maintaining a sensitivity to and an awareness of the ethical aspects of business, we can ensure that our business conduct in all respects is exemplary. We and our employees enjoy an outstanding reputation. Adherence to this Code will uphold and enhance that reputation.