Boardwalk Pipeline Partners - Corporate Governance Guidelines

CORPORATE GOVERNANCE GUIDELINE

Introduction
Composition of the Board
Director Qualification Standards
Director Responsibilities
Communications with Directors
Committees of the Board
Director Access to Management and Independent Advisors
Director Compensation
Director Orientation and Continuing Education
Management Succession
Communications with Public and Others
Reliance on Management and Outside Advice
Annual Performance Evaluation of the Board

Introduction

The following Corporate Governance Guidelines have been adopted by the Board of Directors of Boardwalk GP, LLC ("GPLLC"), the general partner of Boardwalk GP, LP ("GPLP"), which is the general partner of Boardwalk Pipelines Partners, LP (the "Company"), to assist the Board in the exercise of its responsibilities. The Company and GPLP are limited partnerships and as such do not have a Board of Directors. The Board of Directors of GPLLC (the "Board") serves the function of the Company's Board of Directors.

These Guidelines reflect the Board's commitment to monitor the effectiveness of policy and decision making both at the Board and management levels, with a view to enhancing unitholders value over the long term.

These Guidelines set forth certain goals and expectations of the Board but are not intended to bind the Board in any particular circumstance or to affect the Board's obligations or authority under the organizational documents of the Company, GPLP or GPLLC, stock exchange rules or applicable laws or regulations.

Composition of the Board

The Board shall from time to time review the manner in which the Board and its leadership are configured, with a view toward maintaining a structure that will best serve the Company and its unitholders.

The Board has no fixed policy with respect to combining or separating the offices of Chairman of the Board and Chief Executive Officer. These may at times be combined and at times separated. The Board reserves the right to exercise discretion in combining or separating these positions as it deems appropriate from time to time in light of prevailing circumstances.

Director Qualification Standards

The Board is responsible for selecting candidates for Board membership. Candidates are selected for their character, judgment, business experience and areas of expertise, among other relevant considerations, such as the requirements of stock exchange rules and applicable laws and regulations. The Board recognizes that the needs of the Board, in terms of the relative experience and other qualifications of its members, may change over time. The Board is responsible for screening candidates and developing criteria for Board nominees. Final approval of any candidate shall be determined by the Board.

Each director is expected to provide advance notice to the Chairman of the Board of his or her acceptance of an invitation to serve on the Board of Directors or the audit committee or compensation committee of any other public company. Directors are also expected to report changes in their business or professional affiliations or responsibilities to the Chairman of the Board.

The Board does not believe it is advisable to establish a term limit for directors because such a limit may deprive the Company and its unitholders of the contribution of directors who have been able to develop valuable insights into the Company and its operations over time.

Director Responsibilities

Standard of care for directors. When acting for the Company, directors should exercise their business judgment to act in what they reasonably believe to be in the best interests of the Company and its unitholders in a manner consistent with their fiduciary duties. In considering the best long-term and short-term interests of the Company, directors may consider the needs of employees, suppliers and customers of the Company and its subsidiaries, communities in which the Company and its subsidiaries conduct business and other pertinent factors in addition to the objective of maximizing unitholder value.

Directors shall be provided with information about the Company's business, performance and prospects, as well as any matters submitted for Board action. Such information will be made available to the directors periodically and, in any event, within a reasonable period of time before meetings where the subject matter of such information is on the meeting agenda. Information should be relevant, concise and timely. Requests for action by the Board should include the recommendation of management and be accompanied by data sufficient for the directors to make a determination as to the advisability of the matter.

Directors should regularly attend meetings of the Board and all committees upon which they serve. To prepare for meetings, directors should review the materials that are sent to them in advance of those meetings and otherwise spend the necessary time and effort to discharge their responsibilities appropriately.

Meetings of the Board. The Board expects that it will meet approximately four times a year. Additional meetings (or actions to be taken by unanimous consent) may be scheduled as necessary or appropriate in light of circumstances. The Company's Secretary shall prepare an annual schedule of meetings for the Board and the Board's Audit Committee. To the extent practicable, the schedule shall be designed to accommodate discussion of agenda subjects that are generally of a recurring nature and are expected to be discussed during the ensuing year. Certain matters shall be addressed by the Board at least annually, including a review of the Company's strategic plan or objectives, business and financial performance for the prior year and compliance with applicable law and NYSE listing standards.

Meetings of the Board shall be chaired by the Chairman of the Board. The Company's Chief Financial Officer and Secretary should also attend all meetings of the Board, subject to the Board's discretion to excuse one or more of these officers from all or portions of any meeting.

The Chairman of the Board, with advice from the Chief Executive Officer and the Secretary, shall set the agenda of each meeting of the Board. Any director may suggest agenda items and may raise at meetings other matters that they consider worthy of discussion. Directors must disclose to the other directors any potential conflicts of interest they may have with respect to any matter under discussion and, if appropriate, refrain from participating in such discussion and from voting on a matter in which they may have a conflict. Directors shall preserve the confidentiality of confidential material given or presented to the Board.

Non-management directors. The Board shall schedule regular executive sessions where non-management directors shall meet without management participation. The non-management directors shall either select a non-management director to preside at each executive session or shall establish a procedure by which the presiding director for each executive session shall be selected.

Communications with Directors

Interested parties, including unitholders, may communicate directly with the Company's directors, including non-management directors, individually or as a group, by writing to the following address:

[The Board of Directors]
[Non-Management Directors] or
[Name of individual Director(s)]
c/o Corporate Secretary
Boardwalk GP, LLC
9 Greenway Plaza, Suite 2800
Houston, TX 77046

Committees of the Board

The Board will maintain a standing Audit Committee and Conflicts Committee, which may be the same committee, as well as such other standing or ad hoc committees as the Board deems appropriate. Each committee shall have the authority and responsibilities delineated in the resolutions creating the committee and any applicable committee charter, subject to the Company's organizational documents, stock exchange rules and applicable laws and regulations. The Board shall have the authority to disband any ad hoc or standing committee when it deems it appropriate to do so. Committee members serve at the pleasure of the Board.

It is the Board's policy that only non-management directors shall serve on such committees and that committee members meet the independence and other requirements of the Company's organizational documents, stock exchange rules and applicable laws and regulations.

The Audit Committee shall have a written charter approved by the Board, which shall be reviewed by the committee at least annually in light of the activities of the committee, changes in stock exchange rules, applicable laws or regulations and other relevant considerations. Suggested revisions to the Audit Committee Charter shall be presented to the Board for approval.

The chairpersons of the various committees, in consultation with their committee members, shall determine the frequency and length of committee meetings. The chairperson of each committee, in consultation with management, will establish the agenda for each committee meeting. Committee members and other directors may suggest additional agenda items for committee meetings upon reasonable notice to the committee chairperson.

To the extent practicable, information regarding matters to be considered at committee meetings shall be distributed to committee members a reasonable period of time before the meeting. Following a meeting the committee chairperson shall report to the Board on the committee's activities, and minutes of committee meetings shall be distributed to all directors for their information.

Director Access to Management and Independent Advisors

The Company shall provide each director with complete access to management and management information, subject to reasonable advance notice and reasonable efforts to avoid disruption to the business. The Board and, to the extent set forth in the applicable committee charter, Board committees, have the right to consult and retain independent legal and other advisors at the expense of the Company. Management shall be responsive to requests for information from Board members. The Board encourages the Chairman of the Board and the Chief Executive Officer to invite members of management to make presentations at Board meetings in order to provide insights into the Company's business or to provide individuals with exposure to the Board for purposes of management development. Directors may suggest possible guests to the Chairman or the Chief Executive Officer.

Director Compensation

From time to time the Board or a designated committee of the Board will review the form and amount of compensation, including cash, equity-based awards and other compensation, paid to directors and committee members. In this regard, the Board may request that management report to it periodically on the status of the Board's compensation in relation to other similarly situated companies. The Board continues to believe that an alignment of director interests with those of unitholders is important.

Director Orientation and Continuing Education

The Board, in consultation with management, will establish or direct management to establish an appropriate orientation program for newly elected directors either prior to or within a reasonable period of time after their nomination or election as a director. The orientation program shall address the Company's strategic plans, significant risk exposures and compliance programs (including its Code of Business Conduct and Ethics) and may include presentations by management, the internal auditors and the independent accountants.

Management Succession

The Board will conduct an annual review of the performance and compensation of the Chief Executive Officer. The Board will establish and review such formal or informal policies and procedures, consulting with the Chief Executive Officer and others, as it considers appropriate, regarding succession planning for the office of Chief Executive Officer.

Communications with Public and Others

The Board believes that management speaks for the Company. Directors are expected to refrain from communicating with institutional investors, other stockholders, governmental or community officials, analysts or the press regarding the business of the Company.

Reliance on Management and Outside Advice

In performing its functions, the Board and each Board committee is entitled to rely on the advice, reports and opinions of management, counsel, accountants, auditors and other expert advisors. The Board shall have the authority to retain and approve the fees and retention terms of its outside advisors.

Annual Performance Evaluation of the Board

The Board will conduct a self-evaluation annually to determine whether it and its committees are functioning effectively. The Board will discuss the evaluation to determine what, if any, action could improve Board and committee performance. The Board shall review these Guidelines on an annual basis to determinate whether any changes are appropriate.