Charter and Code of Business Ethics

The Spectra Energy Charter establishes our vision, purpose, values and measures of success. Our values guide us in the conduct of our business. Our Code of Business Ethics establishes standards designed to help us conduct business ethically and honestly. All company representatives are expected to abide by our Code. Our policies guide our employees in managing day-to-day compliance with our Code and set corporate standards and guidance for conducting our business.

One of the core expectations common to all our policies is a high standard of ethical behavior. We live this value by modeling exemplary business conduct at the leadership level, making sure employees understand our ethical standards, and building effective compliance systems. Actions we take to ensure this include:

• Establishing specific leadership responsibilities for implementing the Code
• Providing an open-door policy that allows employees to bring issues forward
• Integrating ethics in Spectra Energy’s performance appraisal systems and incentive plans
• Training on the Code of Business Ethics for all new employees, supplemented by required refresher courses every two years
• Requiring non-unionized employees to annually acknowledge understanding of the Code of Business Ethics and complete a business conduct questionnaire
• Offering an independent, confidential, third-party EthicsLine call center and help desk for anonymous questions or reports

In 2009 we strengthened our ethics expectations by revising the Code to address contractors, service providers and suppliers. Contractors now undergo our ethics training; supply contracts and master services agreements now require vendors to abide by our Code and ethics practices.

Also in 2009 an independent evaluation of the quality and content of the Code of Business Ethics was conducted through an external best-practices organization. Spectra Energy received especially high marks for “tone at the top,” demonstrated in the CEO’s letter and company culture and values. Evaluators recommended making the Code more reader-friendly.

As part of our commitment to both transparency and performance metrics, we provide summary data on ethics reporting. In 2009, 49 ethics matters were reported, primarily through the EthicsLine, an independent, confidential, third party resource. The majority of the reported items were human resources-related. Every reported matter was investigated and satisfactorily concluded with no finding of serious violations of our Code.