POPE & TALBOT, INC.
CODE OF BUSINESS CONDUCT AND ETHICS FOR
DIRECTORS, OFFICERS AND EMPLOYEES

The Company is always concerned with the outside business interests of its employees that might possibly conflict with the interests of the Company. To maintain the highest degree of integrity in conduct of the Company's business and to maintain an employee's independent judgment, each employee must avoid any activity or personal interest that creates or appears to create a conflict of interest between the employee's interest and the interests of the Company. Generally, a "conflict of interest" exists when a person's private interest interferes in any way with the interests of the Company. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. Conflicts of interest may also arise when an employee, officer or director (or members of his or her family) receives improper personal benefits as a result of his or her position in the Company. Even if permitted under applicable law, loans to, or guarantees of obligations of, employees and their family members may create conflicts of interest.

It is almost always a conflict of interest for an employee to work simultaneously for, or for an employee to have any material economic interest in, a competitor, customer or supplier. Board members may not work for a competitor of the Company. The best policy is to avoid any direct or indirect business connection with our customers, suppliers or competitors, except on behalf of the Company.

Conflicts of interest are prohibited as a matter of Company policy, except under guidelines approved by the Board. Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with your supervisor or a higher level of management. Any employee, officer or director who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, manager or other appropriate personnel and follow the procedures described in Section III.B. of this Code.

The taking of a corporate opportunity by an employee, officer or director is a conflict of interest. Employees, officers and directors are prohibited from taking for themselves personally opportunities that are discovered through the use of corporate property, information or position without the consent of the Board. No employee may use corporate property, information, or position for improper personal gain, and no employee may compete with the Company directly or indirectly. Employees, officers and directors owe a duty to the Company to advance the Company's legitimate interests when the opportunity to do so arises.

Employees must maintain the confidentiality of confidential information entrusted to them by the Company or its customers, except when disclosure is authorized by the Company's legal counsel, or required by applicable laws or regulations. Confidential information includes all non-public information that might be of use to competitors or that might be harmful to the Company or its customers if disclosed. It also includes information that suppliers and customers have entrusted to the Company. The obligation to preserve confidential information continues even after employment ends. Employees must return all Company documents and other materials containing confidential information upon their separation from the Company and must not disclose this information to a new employer. Many employees who regularly receive confidential information in the course of their duties of employment are already subject to separate agreements regarding confidentiality. This section of this Code in no way amends or changes specific duties and obligations of any employee under such agreements.

1. Customers, Suppliers and Competitors

Employees who make or are involved in making business decisions for the Company must do so using consistent and unbiased standards. We seek to outperform our competition fairly and honestly by gaining 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. Employees interacting with any person who has business dealings with the Company, including suppliers, customers, competitors, contractors and consultants, must conduct such activities in the best interests of the Company. No employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.

The purpose of business entertainment and gifts in a commercial setting is to create goodwill and sound working relationships - not to gain unfair advantage with customers and suppliers. Any gift offered to an employee that could create or appear to create an obligation to the donor or influence the business relationship with the donor may not be accepted. Employees, however, may accept an occasional meal or outing with suppliers or customers if there is a valid business purpose involved.

No gift or entertainment, meals, or anything of value should ever be offered or given by any employee (or family member of the employee) to a person who has business dealings with the Company, unless it has been approved by the employees manager. If authorized, the item must be consistent with customary business practices and in compliance with all laws and regulations. Please discuss with your supervisor any gifts or proposed gifts which you are not certain are appropriate.

2. Government

The various branches and levels of government have laws that restrict the giving of gifts, including meals, entertainment, transportation, and lodging to government officials and employees. Employees must obtain pre-approval from the Company's Chief Financial Officer or Controller before providing any gift, meal, or anything of value to a government official or government employee. Violation of this principle would not only violate Company principles but could also be a criminal offense. Further, applicable law prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials of any country.

All employees have an obligation to safeguard the Company's assets, including equipment, records, customer and supplier information, the physical premises, and proprietary and confidential information belonging to the Company (which includes all intellectual property owned by or licensed to the Company and personal information such as employee salaries, reviews, etc.). Unauthorized use or distribution of this information would violate Company policy. It could also be illegal and result in civil or even criminal penalties.

All employees should endeavor to protect the Company's assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company's profitability. Any suspected incident of fraud or theft must be immediately reported for investigation.

1. General Provision

The Company's goal is not just to comply with the spirit and letter of the laws, rules and regulations that apply to our business, but also to endeavor to abide by the highest principles of ethical standards and honor. This means obeying the law, both in letter and in spirit. All employees must respect and obey the laws of the cities, states, provinces and countries in which the Company operates. Although not all employees are expected to know the details of these laws, it is important to know enough to determine when to seek advice from supervisors, managers or other appropriate personnel. The Company has a number of resources and people in place to answer questions and provide guidance for employees through difficult decisions.

2. Insider Trading
U.S. federal securities laws restrict a person's ability to buy or sell securities of public companies while knowing material nonpublic information about the company. Information is "material" if a reasonable investor would consider it important in a decision to buy, hold or sell Company stock. In other words, material information is any information that could reasonably affect the price of Company stock. Employees of the Company who have access to confidential information are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of our business. All non-public information about the Company should be considered confidential information. Use of non-public information for personal financial benefit or to "tip" others who might make an investment decision on the basis of this information is not only unethical and a violation of Company principles but also illegal.

1. Discrimination and Harassment
The Company will, in all its operations and employment practices, comply with applicable laws, rules and regulations governing equal employment opportunities to assure that there is not illegal discrimination against any employee. All members of management and employees shall actively support this principle.

All employees, without regard to gender, shall be allowed to enjoy a work environment free from sexual and other kinds of harassment. Sexual harassment includes any conduct that creates an intimidating, hostile or offensive working environment. All reports of alleged harassment will be promptly and thoroughly investigated. All information will be held in strict confidence and will be disclosed only on a need-to-know basis. The Company will not permit retaliation against any employee because that employee has participated in the filing or investigation of a complaint of harassment.

2. Health and Safety

The safety and security of employees is of primary importance to the Company. Accordingly, each employee has responsibility for maintaining a safe and healthy workplace for all employees by (i) following all safety and health rules, regulations and practices as well as Company safety principles, procedures, rules and guidelines and (ii) reporting accidents, injuries and unsafe equipment, practices or conditions.

Employees may not carry weapons or explosives on Company time or on the Company's premises. The Company will not tolerate violence or threatening behavior.

The Company intends to maintain a drug-free workplace. Employees should report to work in condition to perform their duties, free from the influence of alcohol or illegal drugs. The use of alcohol or illegal drugs in the workplace will not be tolerated. Furthermore, employees may not possess, manufacture, or distribute illegal drugs on the Company's premises or during Company time.

3. Nepotism

While the Company recognizes the value in hiring and employing individuals who are related to other employees of the Company, it is against Company policy for one family member to serve in a supervisory capacity to another family member if either of them serves as an executive officer, principal financial or accounting officers or controller of the Company (persons serving in such roles referred to as "executive employees"). With respect to employees who are not executive employees and are not family members of executive employees, Company policy strongly discourages one family member serving in a supervisory capacity to another family member. In any case, the Company retains the right to change an employee's duties or to transfer an employee to a different department in order to avoid conflicts of interest or the appearance of preferences or impropriety. Where this is not possible with respect to an employee who is not an executive employee or a family member of an executive employee, issues relating to discipline, discharge, leave of absence, accident/incident investigation, expense report approvals, purchasing approvals and security measures must be advanced for approval to the next level of supervision. For purposes of this policy, the term "family member" generally includes a person's spouse, parents, children, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law and anyone who shares that person's home.

The Company recognizes its responsibility to protect and improve the environment in which it operates and in which its employees work and live. The Company further believes that responsible stewardship of the environment complements sound business activities and practices and will strive to meet or exceed the requirements of environmental laws and regulations. Internal audits, risk management and energy conservation play an important role in the Company's environmental policies.